Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My Public Portal
About
Correspondence re 560 Crandon Blvd.tif
NINA L. BONISKE JAMIE ALAN COLE EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA JOSEPH H SEROTA RICHARD JAY WEISS DAVID M WOLPIN STEVEN W. ZELKOWITZ THOMAS J. ANSBRO• LILLIAN ARANGO DE LA HOZ• ALISON S. BIELER MITCHELL A. BIERMAN MITCHELL J. BURNSTEIN ELAINE M. COHEN DOUGLAS R. GONZALES GERALD T HEFFERNAN• 4I WE S SEROTA HELFMAN PASTORIZA & GUEDES, P.A.. ATTORNEYS AT LAW y MIAMI-DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 WWW. WSH-F LA LAW.COM BROWARD OFFICE 3107 STIRLING ROAD, SUITE 300 FORT LAUDERDALE, FLORIDA 33312 TELEPHONE (954) 763-4242 • TELECOPIER (954) 764-7770 VIA FEDERAL EXPRESS Mr. C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 •OF COUNSEL June 29, 2001 JOHN R. HERIN, JR. CHRISTOPHER F. KURTZ DAVID LEIBOWITZ PETER A. LICHTMAN KAREN LIEBERMAN• MATTHEW H. MANDEL BERNARD S. MANDLER• ALEXANDER L. PALENZUELA-MAURI GARY I. RESNICK• NANCY RUBIN• GAIL D. SEROTA* DANA 5. SCHWARTZ ARI C. SHAPIRO JEFFREY P. SHEFFEL FRANCINE THOMAS STEELMAN NANCY E. STROUD• SUSAN L. TREVARTHEN CARMEN I. TUGENDER DANIEL A. WEISS• Village of Key Biscayne Purchase from the Estate of Rebozo Property located at 560 Crandon Boulevard, Key Biscayne, FL Dear Mr. Kissinger: I enclose for your files a closing binder containing originals and copies, as indicated on the index, of the documents executed and delivered at the closing of the above referenced transaction. Please sign the enclosed copy of this letter to show your receipt of the binder for our records and return it to the undersigned in the enclosed self-addressed stamped envelope. EMC/jo Receipt of the above described closing binder is here ?ckno»v11e Yged thisi., day of A., Mr. C: Samuel Kissi r, Village Manager Village of Key Bisc ne Very truly yours, gea(A-Q-7/ (ff(/-2, Elaine M. Cohen . 2001. WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. NINA L. BONISKE JAMIE ALAN COLE EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA JOSEPH H. SEROTA RICHARD JAY WEISS DAVID M. WOLPIN STEVEN W. ZELKOWITZ THOMAS J. ANSBRO• LILLIAN ARANGO DE LA HOZ• ALISON S. BIELER MITCHELL A. BIERMAN MITCHELL J. BURNSTEIN ELAINE M. COHEN DOUGLAS R. GONZALES GERALD T. HEFFERNAN* ATTORNEYS AT LAW MIAMI-DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 WWW.WS H -F LALAW. CO M BROWARD OFFICE 3107 STIRLING ROAD, SUITE 300 FORT LAUDERDALE, FLORIDA 33312 TELEPHONE (954) 763-4242 • TELECOPIER (954) 764-7770 VIA FEDERAL EXPRESS Mr. C. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 *OF COUNSEL June 29, 2001 JOHN R. MERIN, JR. CHRISTOPHER F. KURTZ DAVID LEIBOWITZ PETER A. LICHTMAN KAREN LIEBERMAN• MATTHEW H. MANDEL BERNARD S. MANDLER• ALEXANDER L. PALENZUELA-MAURI GARY I. RESNICK• NANCY RUBIN• GAIL D. SEROTA• DANA S. SCHWARTZ ARI C. SHAPIRO JEFFREY P. SHEFFEL FRANCINE THOMAS STEELMAN NANCY E. STROUD• SUSAN L. TREVARTHEN CARMEN I. TUGENDER DANIEL A. WEISS* Village of Key Biscayne Purchase from the Estate of Rebozo Property located at 560 Crandon Boulevard, Key Biscayne, FL Dear Mr. Kissinger: I enclose for your files a closing binder containing originals and copies, as indicated on the index, of the documents executed and delivered at the closing of the above referenced transaction. Please sign the enclosed copy of this letter to show your receipt of the binder for our records and return it to the undersigned in the enclosed self-addressed stamped envelope. Very truly yours, E.0.12/ CO(Le. Elaine M. Cohen EMCro Receipt of the above described closing binder is hereby acknowledged this day of , 2001. Mr. C. Samuel Kissinger, Village Manager Village of Key Biscayne WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. ATTORNEYS AT LAW NINA L. BONISKE JAMIE ALAN COLE EDWARD G. GUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA JOSEPH H. SEROTA RICHARD JAY WEISS DAVID M. WOLPIN STEVEN W. ZELKOWITZ THOMAS J. ANSBRO• LILLIAN ARANGO DE LA HOZ• ALISON S. BIELER MITCHELL A. BIERMAN MITCHELL J. BURNSTEIN MIAMI-DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 WWW.WSH-F LALAW.COM BROWARD OFFICE 3111 STIRLING ROAD, SUITE B FORT LAUDERDALE, FLORIDA 33312 TELEPHONE (954) 763-4242 • TELECOPIER (954) 764-7770 VIA HAND DELIVERY Ms. Carolyn P. Greaves Finance Assistant Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 •OF COUNSEL September 26, 2000 ELAINE M. COHEN DOUGLAS R. GONZALES GERALD T. HEFFERNAN JOHN R. HERIN, JR. CHRISTOPHER F. KURTZ PETER A. LICHTMAN KAREN LIEBERMAN• BERNARD S. MANDLER• MARIE E. MATO GARY!. RESNICK NANCY ROBIN• GAIL D. SEROTA• ARI C. SHAPIRO JEFFREY P. SHEFFEL NANCY E. STROUD• SUSAN L. TREVARTHEN DANIEL A. WEISS• Village of Key Biscayne Purchase from the Estate of Rebozo Dear Ms. Greaves: In connection with the closing of the captioned transaction, I enclose the following: (i) A copy of the signed Settlement Statement, together with the attached Disbursement Schedule; and (ii) Our firm's trust account check in the amount of $92,165.12 made payable to the Village of Key Biscayne representing the excess funds wire transferred to our trust account. Please call me if you have any questions. Very truly yours, Elaine M. Cohen EMC/jo 103 032 Encl. cc: Mr. C. Samuel Kissinger (w/o encl.) Richard Jay Weiss, Esq. (w/o encl.) SETTLEMENT STATEMENT SELLER: Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended BUYER: The Village of Key Biscayne, a Florida municipal corporation PROPERTY: Attached hereto and made a part hereof as Exhibit "A" DATE: September 21, 2000 BUYER CREDITS SELLER CREDITS Purchase Price $3,255,500.00 Deposit $1,000.00 $50,000 Credit re environmental contamination 50,000.00 Documentary Stamps on Deed 19,533.00 Surtax on Deed 14,649.75 Survey (1/2 of cost) 2,100.00 Title Search and Exam Fee (P.O.C. $490.00) Security Deposit BFI Lease 2,130.00 Rent Proration (9/21 - 9/30) BFI Lease 10 @ $68.387 683.87 Last Month's Rent BFI Lease 2,130.00 Tax Proration (1/1/00 - 9/21/00) Parcel 1 -24-4232-001-0061 $16,249.35 Parcel 2 - 24-4232-001-0060 $22,771.25 Subtotal $ 131,247.22 Cash to Seller $3,124,252.78 1. Interest earned on the deposit to be paid to buyer by the Escrow Agent. CHARLES G. REBOZO REVOCABLE TRUST UNDER REVOCABLE TRUST AGREEMENT dated January 20, 1989, as modified and amended Thomas H. Wakefield, Successor Trustee VILLAGE OF KEY BISCAYNE. a FLrid_h municipal corporation By: Michael J. Flah ,-Acting Village Manager DISBURSEMENT SCHEDULE Documentary Stamps on Deed Surtax on Deed Title Insurance Premium Survey Endorsement Contiguity Endorsement Closing Fee Recording Fees (Estimate) Tax Proration (1/1/00 - 9/21/00) Parcel 1 -24-4232-001-0061 Parcel 2 - 24-4232-001-0060 A-1 Tittle Support 7/10/00 Invoice A-1 Tittle Support 9/20/00 Invoice Title Search Update Total $19,533.00 14,649.75 10,713.75 100.00 100.00 200.00 100.00 $16,249.35 $22,771.25 45.00 45.00 75.00 $ 84,582.10 \\WSHPG-FS1\CLIENTS\103032\Final Closing Documents\Settlement Statement 9-21-00.doc WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. I.O.T.A. TRUST ACCOUNT 2665 SOUTH BAYSHORE DRIVE, SUITE 420 MIAMI, FL 33133 PAY TO THE ORDER OF AN[' 12 CENTS** _ .4ow Balance II '00 2?6 L11' 1:06?0096461: 005504 L89 211' MELLON UNITED NATIONAL BANK 63-964/670 5 DATE 002761 NO. $92,165.12 AMOUNT nr-G1-00u i u 11,3.40 riI ♦ r HA NU. r ui WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Telephone (305) 854-0800 Telecopier (305) 854-2323 TO: CONFIDENTIAL Ms. Conchita Alvarez Fax No.: (305)365-8914 Village Clerk FROM: Elaine M. Cohen, Esq. RE: Village of Key Biscayne Purchase from the Estate of "Bebe" Rebozo COMMENTS: The information contained in this transmission is attorney privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone collect and return the original message to us at the bow: addresN via the U. S. Postal Service. We will reimburse you for postage. Thank you. FILE NO.: 103032 DATE: September 21, 2000 NUMBER OF PAGES INCLUDING COVER SHEET: 6 PLEASE NOTIFY US IMMEDIATELY IF NOT RECEIVED PROPERLY c.1—c1`cuuu mu WJ.40 riI r rlA Ivu, r. UL •s Velum to: Naive M Cc hen, Esq. WLIN, Scrota Ile lfjn,m I'astoriza & Guedes, P.A. 2665 South 13aysh,,irc Dive, Suite 420 Miauu, Flvridtt 33133 This Instrument Prepared by: Elaine M. Cohen, Est]. Wataa Scrota Flclfman Pastoricu & Gucdes, P.A. 2665 South Beyshore Dive, Suite 420 Miami, Florida 33133 Property Appraisers Parcel identification (Folio) Number(s): 24-4232-001-0060 and 24-4232-001-0061 Grantee(s) S.S. li(s): 65-0236174 WARRANTY DEED STATUTORY l .s. 689,02 (Wherever used heroin the terms "first party" and 'second par y' shall include singular and plural, heirs. legal representatives, and .assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires.) THIS INDENTURE, Made as of the 21" day of September, 2000, Between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, of the County of Miami -Dade, in the State of Florida, parties of the first part, and the Village of Key Biscayne, a Florida municipal corporation, of the County of Miami -Dade, in the State of Florida, whose post office address is 85 West McIntyre Street, Key Biscayne, Florida 33149, party of the second part. Witnesseth, That the said parties of the first part, for and in consideration of the sum of Ten ($10.00) Dollars, to it in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, and sold to the said party of the second part, it successors and assigns forever, the following described land, situate, and being in the County of Miami -Dade, State of Florida, to -wit: See Exhibit "A" attached hereto and made a part hereof. Subject to those matters set forth on Exhibit "B" attached hereto. And the said parties of the first part do hereby fully warrant the title to said land, and will defend the salve against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: Witness Signature £?'L y 6 G. c/<t's�) Printed Name ltn gnature r�5tc_l4 Z Ckni)i t- Printed Name /4L„ 4//ia,C- Thomas H. akefield,1as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually err-ci-cuuu inu ui.4i rn r HA Ivu r, u� • Witness Signature /6 L. ('/£,c r7 Printed Name O Witness Signature y --.5“...1-1-0,..4c, c C,innc c Tr - Printed Name JC�wl�t�` Witness Signature c is eat, 7 Printed L Witness Signature G1nf sriJ Printed Name STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE Charles Fred Rebozo, s Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually Vl �� ( \c. L) .1-e. Mary R. Bdu'terse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually The foregoing instrument was acknowledged before me this r 7 7 day of September, 2000 by Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is ersonally know to me or who has produced as identification. (Signature person taking acknowledgment) ‘.9- c ci/e/} -t_, (Name of acknowledger typed, printed or stamped) (Title or ran GC G 74 /-17 Wicv. '-• '5 i 2e 0/ (serial n ber, if any) OLGA GUILARTE 'e Rai COMMISSION a CC 676154 ;a t' PIPES Stotomtmr 1, 2001 6oni:tl MN Notary Public Underwnlara 2 5r.r-e l-euuu I tiu U.1;4/ rri STATE OF FLORIDA PHA NU, r u4 )SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this a'le day of September, 2000 by Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is Cpersonally— knowy) to me or who has produced as identification. STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE (Signat a of person taking acknowledgment) UG 444 Ga/' ,t7 se_ (Name of acknowledger typed, printed or stamped) (Title or rank, `74 , 4 „eezz- r".4. �. ------= OLGA GUIi_,AFiTE ._, =.'.'a µt:': MY G:MMISS:O Q Cc 676154 w. .: txriRES: Seatember 1, 2001 %,„3?t,•. BoriUea Thu Notary Public Underwrttara The foregoing instrument was acknowledged before me this o day of September, 2000 by Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is ersonally know to me or who has produced as identification, F:\1030321Pinal Closing Documents \Warranty Decd.doc (Signature f person taking acknowledgment) D Z c 09 a'a,'G `rte (Name of acknowledger typed, printed or stamped) _ 7(Title or rank) / e,C C 74 (Serial number, if any) aP+ %- 01_GA GUILARTE e • y"pyy '� -_ My COMMISSION k GC 676154 EXPIRES: Septomher 1, 2001 , ���• Bonded Thru Notary Public IJr10Mm e ters 3 bt;r-L 1-CUUu I flu ui ; 4 ( rn r tin 11U r uo EXHIBIT "A" Legal Description of Parcels 1 and 2 PARCEL 1 A portion of Tract 4, "MATHESON ESTATE KEY BISCAYNE", according to the Plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE", with the East line of Fernwood Road, as the same is shown on the plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50, at Page 64, of the Public Records of Miami -Dade County, Florida; thence Northerly along the East line of said Fernwood Road, being also a circular curve to the right having a radius of 1666.37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203.55 feet to a point of compound curvature; thence Northeasterly and Easterly along a circular curve to the right having a radius of 25.00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36.22 feet to a point of tangency, the same being a point on the South line of West McIntyre Street, as the same is shown on said plat of "TROPICAL ISLE HOMES SUBDIVISION"; thence due East along the South line of said West McIntyre Street for a distance of 168.46 feet to a point; thence South for a distance of 225.00 feet, to a point on the South line of said Tract 4 of said "MATHESON ESTATE KEY BISCAYNE"; thence West along the South line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE" for 205.69 feet to the Point of Beginning lying and being in Section 5, Township 55 South, Range 42 East, Miami -Dade County, Florida, Polio No. 24-4232-001-0061 PARCEL 2 A portion of Tract 4, "MATHESON ESTATE KEY BISCAYNE", according to the Plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE", with the West line of Crandon Boulevard, as same is shown on the Plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50 at Page 64, of the Public Records of Miami -Dade County, Florida; thence Northerly along the West line of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266.37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196.92 feet to a point of reverse curvature; thence Northwesterly and Westerly along a circular curve to the left having a radius of 25.00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43.16 feet to a point of tangency; thence due West along the South line of West McIntyre Street, as the same is shown on the aforesaid plat of "TROPICAL ISLE HOMES SUBDIVISION", for a distance of 184.93 feet; thence South for 225.00 feet to a point on the South line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE"; thence due East along the South line of said Tract 4 of "MATHESON ESTATE KEY BISCAYNE" for a distance of 194.35 feet to the Point of Beginning, lying and being in Section 5, Township 54 South, Range 42 East, Miami -Dade County, Florida. Folio No. 24-4232-001-0060 OCr C1 CUUU ►nu U3.40 r► r tIA ►YU F. UU 09/20/00 WED 14:24 FAX 305 554 2323 WEISS SEROTA & HELFMAN 0 002 EXHIBIT "B" Permitted Exceptions 1. Taxes and assessments for the year 1999 and subsequent years, which are not yet due and payable. 2. All matters as shown on the Plat of MATHESON ESTATE KEY BISCAYNE, recorded in Plat Book 34, at Page 34. 3. Declaration of Restrictions dated February 5, 1985, filed March 25, 1985 in Official Records Book 12454, at Page 952. (Affects Parcel 1 only). 4. Covenant Running with the Land in favor of Metropolitan Dade County dated February 15, 1989, filed March 8, 1989 in Official Records Book 14023, at Page 3387. (Affects Parcel 1 only). 5. Board Order No. 97-49 of the Metropolitan Dade County Environmental Quality Control Board entered June 17, 1997, filed August 7, 1997 in Official Records Book 17743, at Page 42S9. (Affects Parcel 1 and 2). 6. Existing unrecorded leases, if any, and all rights thereunder of the lessees and of any person claiming by, through or under the lessees. NOTE! All of the recording information contained herein refers to the Public Records of Miami -Dade County, Florida, unless otherwise indicated. WEISS SEROTA HELFMAN F'AETORI LJri Vic' GTTF T? E S. Fl. ATTORNEYS AT LAW NINA L. BONISKE JAMIE ALAN COLE EDWARD G. OUEDES STEPHEN J. HELFMAN GILBERTO PASTORIZA JOSEPH H. SCROTA RICHARD JAY WEIS& DAVID M. wOLPIN STEVEN w. ZELKOWITz THOMAS J. AN$BRO' LILLIAN ARANGO DE LA H02' PATRICIA M. BALOTRA ALISON 5. RIFLER MITCHELL A. BIERMAN VIA FACSIMILE MIAMI-DADE OFFICE 21365 SOUTH DAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 554-01300 1ELECOPIER (305) 654.2323 WWW.WsF-FLALAW.COM BROWAIID OFFICE 1111 OTIAI II1Ir cnan hillTF 9 FORT LAUDERDALE. FLORIDA 33312 YCLEPHONC (984) 763-4242 • TELECOPILR (954) 764.7770 Chief Midait1 J. Flaherty Acting Village Manager Village of Key Biscayne 5J IN um. iuid S.;t.. Key Biscayne, Florida 33149 'OF CouNSEL September 14, 2000 MITCHELL J. BURNSTEIN ELAINE M. COHEN DOUGLAS R. GONZALES JOHN R. MERIN, JR. CHRISTOPHER F. KURTZ PETER A. LICHTMAN KAREN LIEBERMAN' BERNARD 5, MANGLER* MARIE E. MATO NANCY RUSIN" GAIL D. SCROTA' Nil F• sHPPIRO JEFFREY P. SHEFFEL NANCY E. STROUD' SUSAN L. TREVARTHEN DANIEL A. WEISS' Purchage and (Salt'. AgTeZmgpt entered into between 'rnomas H. wai el$ i, �.� ....... BoukJLgt L Ell008aoot '1ht�CttS of 1116 cii411 G. Rebo2o Fred Rebozn and M dty �� ) Revocable Trust under Revocable Trust Agreement, aaced ranuaLy t20 1989, gt�at amended and modified (the "Seller"), and the Village of Key Biscayne-( - with an effective date of July 21 1999 as amended Dear Chief Flaherty: 1 enclose a fax copy of the Fifth Amendment to and Salmi Agreement (the "Fifth Amendment") which has been executed on behalf of the Seller. Pursuant to the terms of the Fifth Amendment, the closing date has been extended to September 21, 2000. The extension of the closing date was previously authorized by the Village Co ncian re Pen a ase execute the Fifth Amendment on behalf of the Village in the presence of the Village fully executed copy to the undersigned via fax. Please call me if ynn have any questions_ Very truly yours, Elaine M. Cohen EMC:jo cc: Richard Jay Weiss, Esq. (w/o enc.) 103.032 'SEP_13-00 10:17 FROM:WICKER SMITH MIAMI ;u'-06 200 WED 044t3 1'f1 'D.3054401667 r hn nv. PAGE 4/6 FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fifth Amendment to Purchase and Sale Agreement (this "Amendment") is made as of the 7°' day of September, 2000, by and between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles O. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended ("Seller") and the Village of Key Biscayne, a Florida municipal corporation, ("Purchaser"). WITNESSETii: WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21, 1999, as amended by letter agreement dated September 17, 1999, as further amended by First Amendment to Purchase and Sal© Agreement dated as of October 19`', 1999, as further amended by Second Amendment to Purchase and Sale Agreement dated as of March 22, 2000, as tttctlaer amended by Third Amendment to Purchase and Sale Agreement dated as of April 17, 2000, as amended by Foerth Amendment to Purchase and Sale Agreement dated as of July 17, 2000 (collectively the "Contact"); WHEREAS, Purchaser and Seller have agreed to modify certain provisions of the Contract, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants contained herein and in consideration of Ten and No/100 ($1000) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows: 1. Incorporation of Recital, The above recitals are true and correct and are incorporated herein as if set forth hi full. 2. General Provisions. All defined terms in this Amendment shall have the same meaning as in the Contract except as otherwise noted. Except as amended and modified by this Amendment, all of the terms, covenants, conditions, and agreements of the Contract are hereby ratified and shall remain in full force and effect. In the event of any conflict between the provisions of the Coatract and the provisions of this Amendment, this Amendment shall control. 3. C1osi g Date. The first seatcnce of Section 12 of the Contract is hereby deleted in its entirety and the following sentence is hereby substituted in Its place and stead: Subject to satisfaction of all conditions to Closing, the Closing shall be held during regular business hours on September 21, 2000." 79/ c01 SEP:-A3uuO2U1U W 7 F qM ri7 :WICKER SMITH MIAMI ;IV ID:3054481997 rnn mo. PAGE S/6 4. No Waiver of Rights or Remedies. By the execution and delivery of this Amendment, neither Purchaser nor Seller are waiving any rights or remedies they may have under the Contract, as amended by this Amendment. 5. Counterparts, This Amendment may be executed in separate counterparts. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Amendment. Facsimile copies shall be deemed originals. IN WYTNESs WHEREOF, Purchaser and Seller have executed this Amendment as of the day and year first above written. WITNESSES: SELLER: Lit-,"••••.,„,..-_ (...../6""'"'"'"...."..'... -- Witness Signature Printe � Witne Signature D6 a/9 6 4e/G4s2? Printed Name /\"---- U. ------ Witness Signature Printed ame Witne d'Signature _ 066- 6v/`t-f-ff . Printed Name Witness Signature Printed Name Witne Signature 046.26el, 'mZj Printed Name ,,iot Thomas H. Walcef eld, Successor - stee of the Charles G. Rebo Revocable Tnist under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Rebozo, as Successor Trustee of the Charles G. 1Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended M- ZbeLi6kA-e Mary R. $eliterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended 2 e -1:1 —WW 1Ws1-! t'KVM:W1VKCtk '111TH MIAMI SEC) 06-200U WED 04:41 FM 1 _ r 3IO a4tll tiY MA nu. VAUZ b/C Attest: illagc Clerk Approved as to legal form and sufficiency: By: ' ►art Village Attorney ?MOUSER: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation )P,d/ r _Village Managcr Michael J. Flaherty,Acting F:11010321AgraccogruskFIFTH AMENDMENT TO PURCEASS AND SALE AGREEMENT - 9-603.doc WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. ATTORNEYS AT LAW LILLIAN ARANGO DE LA HOZ* PATRICIA M. BALOYRA MITCHELL A. BIERMAN NINA L. BONISKE ELAINE M. COHEN JAMIE ALAN COLE DANIEL H. COULTOFF MICHELLE M. GALLARDO JENNIFER GOMBERG DOUGLAS R. GONZALES EDWARD G. GUEDES STEPHEN J. HELFMAN JOHN R. HERIN, JR. ROBERT W HOLLAND' CHRISTOPHER F. KURTZ GILBERTO PASTORIZA MAYRA I. RIVERA-DELGADO NANCY RUBIN* GAIL D. SEROTA~ JOSEPH H. SEROTA JEFFREY P. SHEFFEL DANIEL A. WEISS* RICHARD JAY WEISS DAVID M. WOLPIN STEVEN W. ZELKOWITZ VIA HAND DELIVERY Mr. C. Samuel Kissinger Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 MIAMI-DADE OFFICE 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 WWW.WSH-FLALAW.COM July 23, 1999 BROWARD OFFICE 1132 SOUTHEAST SECOND AVENUE FORT LAUDERDALE, FLORIDA 33316 TELEPHONE (954) 763-4242 TELECOPIER (954) 764-7770 *OF COUNSEL Purchase and Sale Agreement to be entered into between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement, dated January 20, 1989, as amended and modified, as Seller, and the Village of Key Biscayne, as Purchaser (the "Purchase and Sale Agreement") Dear Mr. Kissinger: I enclose one fully executed original Purchase and Sale Agreement. Please note that the effective date of the Purchase and Sale Agreement is July 21, 1999, which is the date when the last one of Seller or Purchaser signed the Purchase and Sale Agreement. We have retained one fully executed original of the Purchase and Sale Agreement for our files. Please call me if you have any questions. Very truly yours, Elaine M. Cohen EMC/jcc 103032 Enc. cc: Richard Jay Weiss, Esq. (w/o enc.) SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this "Amendment") is made as of the day of March, 2000, by and between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended ("Seller") and the Village of Key Biscayne, a Florida municipal corporation, ("Purchaser"). WITNESSETH: WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale Agreement with an effective date of July 21, 1999, as amended by letter agreement dated September 17, 1999, as further amended by First Amendment to Purchase and Sale Agreement dated as of October 19th, 1999 (collectively the "Contract"); WHEREAS, Purchaser and Seller have agreed to modify certain provisions of the Contract, on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants contained herein and in consideration of Ten and No/ 100 ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby agree as follows: 1. Incorporation of Recital. The above recitals are true and correct and are incorporated herein as if set forth in full. 2. General Provisions. All defined terms in this Amendment shall have the same meaning as in the Contract except as otherwise noted. Except as amended and modified by this Amendment, all of the terms, covenants, conditions, and agreements of the Contract are hereby ratified and shall remain in full force and effect. In the event of any conflict between the provisions of the Contract and the provisions of this Amendment, this Amendment shall control. 3. Closing Date. The first sentence of Section 12 of the Contract is hereby deleted in its entirety and the following sentence is hereby substituted in its place and stead: Subject to satisfaction of all conditions to Closing, the Closing shall be held during regular business hours on April 17, 2000." 4. No Waiver of Rights or Remedies. By the execution and delivery of this Amendment, neither Purchaser nor Seller are waiving any rights or remedies they may have under the Contract, as amended by this Amendment. IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the day and year first above written. WITNESSES: Witnes Signature 6'v/G49,er Printed Name Witness Signature Y�f v c.. t4 3 %,+R-1 Olt e 1 Printed Name Witne Signature 06_64- 6v/` Gtr Printed Name Witness Signature r ' Printed Name Witne/s Signature O -G/t- 60 FGe e,r- Printed Name Witness Signature C- (An 4 v --- Printed Name age Clerk Approved as to legal form and sufficiency: By: Sea, — Village Attorney A/ Thomas H. Wakefield, s Successor Tl'ustee of the Charles G. Reb zo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Mary R. B erse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended PURCHASER: VILLAGE OF KEY BISCAYNE, a Florida nicipal corporation amue issin r;''Tillage Manager 103032\Agreements\Second Amendment to Purchase and Sale Agreement - 3-8-00 MAR 0 9 2000 WICKER & SMItH, ETAL MIAMI " L I L L I A N A R A N O O O E L A H O Z " P A T R I C I A M . B A L O Y R A M I T C H E L L A . B I E R M A N N I N A L . B O N I S K E E L A I N E M . C O H E N J A M I E A L A N C O L E D A N I E L H . C O U L T O F F M I C H E L L E M . G A L L A R D O J E N N I F E R G O M B E R G D O U G L A S R . G O N Z A L E S E D W A R D G . G U E D E S S T E P H E N J . H E L F M A N J O H N R . H E R I N , J R . R O B E R T W . H O L L A N D " J I L L A . J A R K E S Y " C H R I S T O P H E R F . K U R T 2 G I L B E R T O P A S T O R I Z A N A N C Y R U B I N " G A I L D . S C R O T A " J O S E P H H . S C R O T A J E F F R E Y P . S H E F F E L D A N I E L A . W E I S S " R I C H A R D J A Y W E I S S D A V I D M . W O L P I N S T E V E N W . Z E L K O W I T Z V I A F A C S I M I L E M r . C . S a m u e l K i s s i n g e r V i l l a g e o f K e y B i s c a y n e 8 5 W e s t M c I n t y r e S t r e e t K e y B i s c a y n e , F l o r i d a 3 3 1 4 9 W E I S S S E R O T A I H E L F M A N P A S T O R I Z A & G U E D E S , P . A . A T T O R N E Y S A T L A W M I A M I - D A D C O F F I C E 2 6 6 5 S O U T H B A Y S H O R E D R I V E S U I T E 4 2 0 M I A M I , F L O R I D A 3 3 1 3 3 T E L E P H O N E ( 3 0 5 ) 8 5 4 - 0 8 0 0 T E L E C O P I E R ( 3 0 5 ) 8 5 4 - 2 3 2 3 W W W . W S H - F L A L A W . C O M J u l y 2 0 , 1 9 9 9 B R O W A R D O F F I C E 1 1 3 2 S O U T H E A S T S E C O N D A V E N U E F O R T L A U D E R D A L E , F L O R I D A 3 3 3 1 6 T E L E P H O N E ( 9 5 4 ) 7 6 3 - 4 2 4 2 T E L E C O P I E R ( 9 5 4 ) 7 6 4 . 7 7 7 0 " O F C O U N S E L P u r c h a s e a n d S a l e A g r e e m e n t t o b e e n t e r e d i n t o b e t w e e n T h o m a s H . W a k e f i e l d , C h a r l e s F r e d R e b o z o a n d M a r y R . B o u t e r s e , a s S u c c e s s o r T r u s t e e s o f t h e C h a r l e s G . R e b o z o R e v o c a b l e T r u s t u n d e r R e v o c a b l e T r u s t A g r e e m e n t , d a t e d J a n u a r y 2 0 , 1 9 8 9 , a s a m e n d e d a n d m o d i f i e d , a s S e l l e r , a n d t h e V i l l a g e o f K e y B i s c a y n e , a s P u r c h a s e r ( t h e " P u r c h a s e a n d S a l e A g r e e m e n t " ) D e a r M r . K i s s i n g e r : I e n c l o s e a r e v i s e d p a g e 3 2 o f t h e P u r c h a s e a n d S a l e A g r e e m e n t c h a n g i n g t h e d a t e f o r a c c e p t a n c e b y t h e V i l l a g e o f K e y B i s c a y n e t o J u l y 2 3 , 1 9 9 9 a t 5 : 0 0 p . m . , w h i c h c h a n g e h a s b e e n i n i t i a l e d b y e a c h o f t h e T r u s t e e s . P l e a s e s u b s t i t u t e t h e e n c l o s e d c h a n g e d p a g e 3 2 i n t h e o r i g i n a l P u r c h a s e a n d S a l e A g r e e m e n t w h i c h w a s p r e v i o u s l y d e l i v e r e d t o y o u . P l e a s e c a l l m e i f y o u h a v e a n y q u e s t i o n s . V e r y t r u l y y o u r s , A t f , : , - ( c 4 1 4 , / / , , , , , E l a i n e M . C o h e n E M C / j c c 1 0 3 0 3 2 E n c . c c : R i c h a r d J a y W e i s s , E s q . ( w / o e n c . ) Law Offices Of Wicker, Smith, Tutan, O'Hara, McCoy, Graham & Ford, P.A. 5th Floor - Grove Plaza Building 2900 Middle Street (S.W. 28th Terrace) Miami, Florida 33133 (305) 448-3939 Fax (305) 441-1745 TELECOPIER TRANSMITTAL SKEET DATE: July 20, 1999 TO: THOMAS H. WAKEFIELD, ESQUIRE TELECOPIER NO.: (305) 361-0118 FROM: NICHOLAS E. CHRISTIN, ESQUIRE REBOZO ESTATE OUR FILE NO.: 41633-2 NUMBER OF PAGES (Including Cover Sheet): 2 REMARKS: Please sign the attached and give it to Mr. Kissinger. RE: CONFIDENTIAL AND PRIVILEGED The information contained in this facsimile message (and/or the documents accompanying it) is attorney privileged and confidential information, intended for the use of the individual or entity named above. If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify the sender by telephone and return the original message to Wicker Smith at the above address via the U.S. Postal Service, at our expense. Thank you. " 2 0 - 9 9 1 0 : 0 3 F R O M . W I C K E R S M I T H M I A M I I D . 3 0 S 4 4 1 1 7 4 S P A C E M : C I - L E 5 F K E D E R 1 C K F . ' t b U L U F ' A X I C J . : . 5 0 5 b b k d W O / J u l . 1 7 1 t U - J o a . d u r r i 1 ' 4 F R O M : K E Y L I B C O F A X N O . : 3 0 5 3 6 5 0 0 5 9 3 u 1 . 1 9 1 9 9 9 0 1 : 3 0 P f P 3 J U L - 2 U - E 0 1 3 , 1 5 P R O M J T E R e ; e t U I I L T M w s A K t I D " 3 m i 4 4 U 2 U s 7 P A C E 3 / 3 , t o l i t t r t . ' l s A b i a l i a a i d t a b y m a m b a t i m e b P u m a a t t a i f c ' a y / f �� o ! , , A i n s I m i n t w i t h ��w i R r r r d i d { �� t o o t A W L f o r o �� , , s t a e a t o f t t . b a t d o m o t a t d o b t r i ��, " ' W o m a a M e a t . a s b e g o n e * t h e a : d b e s m e d e i g n " ' t o e a a ` b e w e b s t o S e q , . a ��w i s a b A O a l e b e a f f n i n 4 d k n e t t y . a n d I S A D o d o a e c l m t * a u i V Y I n a b a a t d i O i t A b a l t o e a e m b o t t o m o f a p . I n a a n t w o i v �% A l e a i l s w a m I m o l a . = p l u m e m i m e w * e s ' b a t a A 7 o p f e d w a m m o m r n o t h 2 1 1 . 3 6 , B u l h i p L a s _ _ _ I r a q d i s t W e b k n n t a D V . I n a d o s v o i d * S t e i s i d s A i l l a u t o s e i f t f i g g a s l i a r p u n d i t m e d o l l b e a l m o n d t o M e l o I O C N M r 2 2 1 4 1 ' 2 1 1 1 1 0 1 1 1 P a h N i a . T w o i s Q M o u t = i s t i d t i A p o m a i L 2 i . 1 R o r - a r ��A i n a i n e �� ���� i v a i d e d m i k e i t h i r a a i i t i i k r m ' t 1 1 d i 1 i i o d a d i c i f i o r a r t b r o r i 4 r . t i , . . a r r i s a m e m e s b y t i i 3 . 3 4 . 1 4 1 M I Y s a t m a w T r d i t t i v i s t i t a i i i k i a i t a t r c e b d o l 2 2 m i t a D . % s 4 # ��+ �� o t p r d i o o r " _ a l c i o r i l i _ A l b a m i c a o r P m r c m u g o w e d M q a A g e b a b i l d . m i n t O d o r e r a p l o w s a m i s i a o " �� d a r a t ' t i i i A U 1 + e a a l l e " . 4 1 d o l t o f a r r r l l �%i a * O f a l l o t $ o r s f l u e o f d o A r a a l ' ��e A . t r w p a s P a c o 6 i l m : a y o c c l u d e a d i a m t h e s r d o t p l a m a i t b a t a t a n i m d a n d i s a * a f t i s t o r a h s � a t o d O s . R I F m u m N a t e B i b t i p d a a t s N e b o a r a l a s o l a d 1 D k t i l l s " p a 1 a . 1 4 i o n a t w a s t i n t m a d * * a l a n d m a s a l i d i r a b a y i s m b o a o t o W a n e i t P U M A - A G l i d e b d m a t s M o m A u a d o s t w i g m y b a d M I S f e t e c m * p o l i t i c b o a r a i n . m r t i o ! 0 1 . 0 5 1 0 , F a w n S h o o s . " 3 3 1 l A i t . t c ) 5 2 / 2 J/99 TUE 11:14 FAX 305 361 0118 T.WAKEIELD • JUL-20-J9 10+ 14 FiiOM.UICKER 5111T11 MIAMI 1U' 3054411745 itur1 - L.1111KLtS 1- ht1JtK 1 L.K KLUtJGu r Hn riu. - J' MA) "NM ( J U 1 . 17 x�hy PACE 1JJ. or-I•I r1 0003 2/2 Min : KEY LRhT CO FRX NO. : 305 ;i65 0099 Jul. 19 1999 01:30Pr1 P2 J11L-1J-'VS 13.10 FROM:U1CRpR ;miss fIAM1 IOtaBb•14411957 PAGC 7l;. - !ter ,iii J-.i,rZ 22•7 Ettftibiiitto Ma i � l �� aminsi by 11511/. of men= or de l GE . bat di, smut of ty amor Ana � *sr � Ip bQ pawing gibt Miamian I¢awaked il�� �I(� nd ant rabis 9/ $ Novicki co odor pr son orals feQ $bath trauma �tbIcceded a3.11 12a2 Baulitia nzat Weis is taa by idles tektan c, t *ic JOCOepes 3s Aganalcan.toSo eleses Maim atairopleat or Ogallicis ali • =lie adEnals. If any aft sii- En a Sedum bay. tit dm pewee air itspit 08 i� 6411/ a lima A i Sir Dar sin ow koa l000l 2k41. 331WMICAL611113. a Ohio rourooe im cblt 4der..iie` ZLII :idlerumbietiga to ig ant ails - _ s mininbtaitaa - 0r ow so bidtanan 2- M Or it../.......s.* rrl'Y.�ry� am= af lip zui ma belo�e� �rp i r 11oot sw� m� of viii i$ •�..�C� - �.'�� — -r.�i' ��� aia---- i — j`ww-waiitipt b1 33 • PURCHASE AND SALE AGREEMENT THIS PURCHASE] SALE AGREEMENT (this "Agreement") is made and entered into as of the 2,44- day of 1999 between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended (hereinafter referred to as "Seller") and the Village of Key Biscayne, a Florida municipal corporation (hereinafter referred to as "Purchaser"). WHEREAS, Seller is the owner of two parcels of real property containing approximately 2.068 acres in the aggregate located at 560 Crandon Boulevard, Key Biscayne, Miami -Dade County, Florida, and more specifically described on Exhibit "A" attached hereto and made a part hereof; and WHEREAS, Purchaser desires to purchase and Seller desires to sell the Property (hereinafter defined), upon the terms and conditions hereinafter set forth. NOW, THEREFORE, for and in consideration of the mutual covenants and promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: SECTION 1: DEFINITIONS For purposes of this Agreement, each of the following terms, when used herein with an initial capital letter, shall have the following meaning: 1.1 Affiliate. A Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Person in question. For purposes of this definition, the term "control" means the ownership of 50% or more of the beneficial interest or the voting power of the controlled Person. 1.2 BFI Lease. That certain Commercial Lease between Key Land Company, Inc., as Lessor, and Industrial Waste Service, Inc., now known as BFI, as Lessee, dated February 1, 1995. 1.3 Business Day. Monday through Friday excluding bank holidays on which national banking associations are authorized to be closed. 1.4 Closing. The Closing and consummation of the purchase and sale of the Property as contemplated by this Agreement. 1.5 Closing Date (or Date of Closing). The date upon which Closing occurs. 1.6 Condemnation Proceeding. Any proceeding or threatened proceeding in condemnation, eminent domain or written request in lieu thereof. 1.7 Deed. The statutory warranty deed of conveyance of the Land and Improvements from Seller to Purchaser. 1.8 Dry Cleaner's Lease. That certain Commercial Lease between Key Land Company, Inc., as Lessor, and Pedro Orrego, as Lessee, dated April 1, 1997. 1.9 Earnest Money. The funds to be paid by Purchaser to Escrow Agent pursuant to Section 3 hereof, plus any interest earned thereon. 1.10 Effective Date. The date when the last one of Seller or Purchaser has signed and initialed all changes to this Agreement. 1.11 Environmental Report. The environmental assessment audit to be conducted by Purchaser's environmental engineer, at Purchaser's expense, with respect to the Property, certified and delivered to Purchaser. 1.12 Environmental Requirement. All laws, statutes, ordinances, rules, regulations, orders, codes, licenses, permits, decrees, judgments, directives or the equivalent of or by any federal, state or local governmental authority and relating to or addressing the protection of the environment or human health. 1.13 Escrow Agent. Weiss Serota Helfman Pastoriza & Guedes, P.A. 1.14 Evidence of Authority. Evidence of authority for the execution and performance of this Agreement by Seller including, without limitation, necessary resolutions, authorizations and consents. 1.15 Governmental Authority. Any federal, state, county, municipal or other entity, authority, commission, board, bureau, court, agency or any instrumentality of any of them. 1.16 Hazardous Substances. Any material or substance that, whether by its nature or use, is now or hereafter defined as hazardous waste, hazardous substance, pollutant or contaminant under any Environmental Requirement, or which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and which is regulated under any Environmental Requirement, or which is or contains petroleum, gasoline, diesel fuel or another petroleum hydrocarbon product. 2 1.17 Improvements. All buildings, structures, fixtures, including, without limitation, all equipment and appliances used in connection with the operation and occupancy of the Improvements, such as heating and air-conditioning systems and facilities used to provide any utility services, refrigeration, trash disposal or other services, and other improvements and facilities located on the Land. 1.18 Insurance Requirements. All terms of any existing insurance policy and all requirements of the issuer of any existing insurance policy applicable to or affecting the Property or any part thereof or any use or condition thereof. 1.19 Intangible Property. All intangible property owned by Seller and used in connection with or relating to the ownership, use, development, operation, management, occupancy or maintenance of the Land including, but not limited to, the Permits and all public and private contract rights and development or usage rights of Seller with respect to the Land. 1.20 Land. The parcels of land being more particularly described on Exhibit "A" attached hereto and incorporated herein by reference and appurtenant easements thereto, together with all of Seller's right, title and interest in and to all easements, rights of way, strips and gores of land, tenements, hereditaments and appurtenances, reversions, remainders, privileges, licenses and other rights and benefits belonging to, running with or in any way relating thereto; together with all right, title and interest of Seller (if any) in and to any land lying in the bed of any street, road or highway, open or proposed, in front of, abutting or adjoining the Land. 1.21 Leases. The BFI Lease and the Dry Cleaner's Lease. 1.22 Legal Requirement. All laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all Governmental Authorities and quasi -governmental authorities, officials, agencies, and officers, ordinary or extraordinary, which now may be applicable to the Property or any use, operation or condition thereof. 1.23 Monetary Lien. Any mortgage, deed of trust, security deed, lien, monetary judgment, security interest, past due tax or assessment or other similar encumbrance of a monetary nature against the Property or any portion of the Property. 1.24 Operating Agreements. All management, service, equipment, supply, security, maintenance, pest control, equipment leases and other such agreements (and any amendments, modifications or supplements thereto) with respect to or affecting the Property or any portion thereof (excluding the Permitted Exceptions), all as listed on Exhibit "B" hereto and also including any such contracts or agreements approved in writing by Purchaser after the date ,hereof. 3 1.25 Owner's Title Policy. An Owner's marketability policy of title insurance on the most current ALTA Form for the Property in the amount of the Purchase Price, subject only to the Permitted Exceptions, and containing such additional endorsements permitted under Florida title insurance regulations as reasonably requested by Purchaser. 1.26 Permits. All consents, notices of completion, environmental and utility permits and approvals authorizations, variances, waivers, licenses, permits, certificates and approvals from any Governmental Authority or quasi -governmental authority issued or granted with respect to the Property now or prior to Closing. 1.27 Permitted Exceptions. Those matters identified or referred to in Section 5.5 and such other title exceptions as may hereafter be approved in writing (or deemed to have been approved by Purchaser) subject to and in accordance with the terms and provisions of Section 5 herein. 1.28 Person. Any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). 1.29 Personal Property. The tangible personal property of Seller located on or used in connection with the Land or in the Improvements, including, but not limited to, the property listed on Exhibit "C" attached hereto, including any abstracts of title. 1.30 Plans and Specifications. The "as built" plans and specifications used in the construction of the buildings and other Improvements located on the Land (including driveways, walkways, landscaping and mechanical, electrical and plumbing systems). 1.31 Property. The following property: 1.31.1 The Land; 1.31.2 The Improvements; 1.31.3 The Intangible Property; 1.31.4 The Personal Property; 1.31.5 The interest of Seller under the Surviving Contracts, the Warranties and the Permits; 1.31.6 Seller's interest in the Leases; and 4 1.31.7 The Records and Plans. 1.32 Purchaser's Attorney. Weiss Serota Helfman Pastoriza & Guedes, P.A., Attention: Elaine M. Cohen, Esq. Purchaser's Attorney's mailing address is 2665 South Bayshore Drive, Suite 420, Miami, Florida 33133. Telephone: (305) 854-0800; Telecopier: (305) 854- 2323. 1.33 Real Property. The Land and the Improvements. 1.35 Records and Plans. All books, records and documents maintained by Seller or compiled by or at the request of Seller and in the possession or control of Seller specifically relating to the ownership, use, development, operation, management, occupancy or maintenance of the Property, including, without limitation, (i) the Plans and Specifications and (ii) all records pertaining to the ongoing maintenance, use and operation of the Property. 1.36 Rent. Rental shall include, but not be limited to, all base rent, minimum rent, additional rent, percentage rent, common area maintenance charges, taxes, insurance, operating expenses, parking fees and any other payments for miscellaneous services performed by Seller under the Leases. 1.37 Seller's Attorney. Wicker, Smith, Tutan, O'Hara, McCoy, Graham & Ford, P.A., Attention: Nicholas E. Christin, Esq. Seller's Attorney's mailing address is 5th Floor, Grove Plaza Building, 2900 Middle Street (S.W. 28th Terrace), Miami, Florida 33133. Telephone: (305) 448-3939. Telecopier: (305) 441-1745. 1.38 Submission Documents. The diligence items to be delivered to Purchaser pursuant to Section 9 hereof. 1.39 Survey. An updated survey of the Property satisfactory in all respects to Purchaser prepared by a licensed surveyor m the State of Florida, certified as meeting the minimum standards for survey in the State of Florida. The Survey shall (i) show the square footage and acreage of the Land, (ii) show the location of all the improvements, utility and other lines and easements, either visible or recorded, and the recording references of all the recorded easements shown on the Title Commitment, (iii) show the elevation and flood zone information, and (iv) contain such other items as may be reasonably required by Purchaser. 1.40 Surviving Contracts. Those Operating Agreements which Purchaser does not elect to cancel and agrees to assume (by written notice to Seller prior to the Termination Date), if legally transferable and assumable in accordance with the terms thereof. 1.41 Termination Date. The date which is sixty (60) days after the Effective Date. 5 1.42 Title Commitment. The commitment for title insurance to be obtained by Purchaser pursuant to Section 5 below. 1.43 Title Company. Chicago Title Insurance Company, Lawyers Title Insurance Corporation or such other nationally recognized title insurance company licensed to write title insurance in the State of Florida which is approved by Purchaser. 1.44 U.C.C. Report. A report detailing the results of a search of all personal property records in which a security interest, lien or encumbrance affecting any portion of the Property may be located. 1.45 Warranties. All guarantees, warranties and indemnities existing now or prior to Closing relating to the Property. SECTION 2: PURCHASE AND SALE Purchaser shall purchase the Property from Seller, and Seller shall sell, convey, transfer and assign the Property to Purchaser, subject to and in accordance with the terms and conditions of this Agreement. SECTION 3: EARNEST MONEY Within five Business Days after the Effective Date, Purchaser shall deposit in escrow with the Escrow Agent $1,000.00 as Earnest Money, to be delivered to Seller at Closing and applied as a credit against the Purchase Price (as defined below) at Closing. Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms of this Agreement. Escrow Agent shall use its good faith efforts to invest the Earnest Money in an interest -bearing account of a financial institution, which shall be satisfactory to Seller and Purchaser. Purchaser and Seller agree to sign all forms and reports reasonably required in connection with the holding and investing by Escrow Agent of the Earnest Money. For purposes of reporting earned interest with respect to the Earnest Money, Purchaser's Federal tax identification number is 65-0236174 and Seller's Federal tax identification number is 65-6272703. SECTION 4: PURCHASE PRICE The purchase price for the Property shall be Three Million Two Hundred Fifty -Five Thousand Five Hundred and No/100 Dollars ($3,255,500.00) (herein referred to as the "Purchase Price"). The entire Purchase Price, less the amount of the Earnest Money and subject to adjustments and prorations as herein provided, shall be due and payable by cashier's check or in immediately available funds, by wire transfer, at Closing. 6 SECTION 5: TITLE/SURVEY Title to the Property shall be good and marketable and insurable fee simple title in an amount of the Purchase Price at no more than the Title Company's ordinary or promulgated rates for the Owner's Title Policy. Seller shall deliver such affidavits and agreements as may be reasonably required by the Title Company in order to issue the Owner's Title Policy in accordance with this Agreement. 5.1 Examination of Title. Within five (5) Business Days of the Effective Date, Seller shall deliver to Purchaser's attorney Seller's existing abstracts covering the Property. Purchaser may, at Seller's expense, either (i) have the abstract continued and brought current to a date not earlier than the Effective Date or (ii) obtain (a) a computer title search from the Title Company updating title from the date of the abstract and (b) a status of title report from the Title Company with respect to the Property (the "STAR Report"). Purchaser may obtain, at Purchaser's expense, an ALTA marketability title insurance commitment (the "Title Commitment") issued by the Title Company covering the Land pursuant to which the Title Company agrees to issue the Owner's Title Policy to Purchaser. The cost of the Title Commitment and the Owner's Title Policy shall be paid by Purchaser. 5.2 Survey. Within five (5) days of the Effective Date, Seller shall provide Purchaser with a copy of any existing survey of the Property in Seller's possession. At Purchaser's option, Purchaser may obtain the Survey. If Seller's provides Purchaser with an existing survey of the entire Property, then the cost of the Survey shall be paid by Purchaser; otherwise, Purchaser and Seller shall each pay one-half (1/2) of the cost of the Survey. 5.3. Seller's Trust Agreement. Within ten (10) days of the Effective Date, Seller shall cause to be delivered to the Title Company a certified copy of all or such portions of Seller's Trust Agreement as shall be required by the Title Company. 5.4 U.C.C. Report. Seller shall cause to be delivered to Purchaser copies of the U.C.C. Report, within fifteen (15) days of the Effective Date. 5.5 Permitted Exceptions. The sale of the Property shall be subject to the following: 5.5.1. The lien of all ad valorem real estate taxes for the fiscal year in which Closing occurs, subject to proration as herein provided; and 5.5.2. Any items shown on the Title Commitment and approved by Purchaser in accordance with Section 5.6 below. The above items described in this Section 5.5 are herein collectively referred to as the "Permitted Exceptions". 7 5.6 Objections to Title/Survey. Purchaser shall be entitled to object, in its reasonable discretion, to any exceptions to title disclosed in the Title Commitment and/or matters shown on the Survey until the Termination Date, by written notice to Seller of any objections to the Title Commitment and the Survey. In the event that Purchaser shall so object to the Title Commitment and/or the Survey, Seller shall have fifteen (15) Business Days after receipt of such notice to cure Purchaser's objections to Purchaser's satisfaction or to obtain affirmative title insurance protection acceptable to Purchaser for such objections. In the event Seller is unwilling or unable to so cure such objections or to obtain affirmative title insurance protection acceptable to Purchaser for such objections within such period, Purchaser may (i) waive such objections, (ii) give Seller additional time in writing to cure such objections (in which event, the Closing shall be delayed for an equivalent period of time) or (iii) terminate this Agreement by written notice to Seller, in which event the Earnest Money shall be immediately returned to Purchaser and neither Purchaser nor Seller shall have any further obligations hereunder, except obligations that expressly survive the termination of this Agreement. 5.7 Cure of Monetary Liens. Notwithstanding Section 5.6 above, if the Title Commitment reveals the existence of a Monetary Lien, then Seller shall pay any amount due in satisfaction of each such Monetary Lien as to the Property only (or, subject to Purchaser's reasonable approval, otherwise cause the same to be removed as an exception in the Title Commitment) which amount, at the option of Seller, may be paid from the proceeds of the Purchase Price at Closing. If one or more Monetary Liens have not been satisfied before the Closing Date, then Purchaser and Escrow Agent are hereby authorized to satisfy such Monetary Liens from the proceeds of the Purchase Price at Closing. •5.8 Estate Tax Liens. Within ten (10) days of the Effective Date, Seller shall apply for the releases of all Federal and Florida estate tax liens affecting or encumbering the Property or any portion thereof (the "Estate Tax Releases"). Seller shall obtain the Estate Tax Releases on or before the date which is ninety (90) days after the Effective Date. 5.9 Purchaser's Right to Terminate. If any title matter other than a matter disclosed in the Title Commitment or the Survey arises or becomes known to Purchaser subsequent to the date of the Title Commitment (a "New Title Matter") and such New Title Matter (a) is a Monetary Lien or (b) was created or consented to by Seller, then Seller shall cure the New Title Matter, at Seller's expense, on or before Closing. If the New Title Matter is not a Monetary Lien or was not created or consented to by Seller, then Seller shall have until the earlier of (i) five (5) Business Days of Seller's receipt of written notice thereof or (ii) the Closing Date, within which to cure the same or to obtain affirmative title insurance protection acceptable to Purchaser for such matter, and if such New Title Matter is not cured within such period, then Purchaser may, at its sole option, exercised by written notice to Seller within five (5) Business Days following the expiration of the five (5) Business Day cure period, either (i) terminate this Agreement and receive a refund of the Earnest Money or (ii) elect to close subject to such New Title Matter. In ,the event of termination, neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. 8 5.10 Extension of Closing Date. The Closing Date shall be automatically extended to allow all time periods specified in this Section 5 to expire. SECTION 6: SELLER'S REPRESENTATIONS AND WARRANTIES Seller represents and warrants to Purchaser and covenants and agrees with Purchaser, on and as of the date hereof, to be certified to Purchaser on or as of the Closing, as follows: 6.1 Title. Seller is the fee simple owner of the Land and Improvements free and clear of all encumbrances except for the Permitted Exceptions (without modification arising with regard to Purchaser's rejection or disapproval of' any of the items pursuant to this Agreement). 6.2 Organization, Power and Authority. Seller is an irrevocable trust, duly formed, validly existing and in good standing under the laws of the State of Florida. Seller is, to the extent required by law, duly qualified to do business in the State in which the Property is located and has all necessary power to execute and deliver this Agreement and perform all its obligations hereunder. The execution, delivery and performance of this Agreement by Seller (i) has been duly and validly authorized by all necessary action on the part of Seller, (ii) does not conflict with or result in a violation of the Revocable Trust Agreement of the Charles G. Rebozo Revocable Trust dated January 20, 1989, as modified and amended, or any judgment, order of decree of any court or arbiter in any proceeding to which Seller is a party, and (iii) does not conflict with or constitute a breach of, or constitute a default under, any contract, agreement or other instrument by which Seller or the Property is bound or to which Seller is a party. 6.3 No Conflict with Laws. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder will not conflict with or result in a breach of any order, judgment, writ, injunction or decree of any court or governmental instrumentality. 6.4 No Bankruptcy. Seller is not a party to any voluntary or involuntary proceedings under any applicable laws relating to the insolvency, bankruptcy, moratorium or other laws affecting creditors rights to the extent that such laws may be applicable to Seller or the Property. 6.5 No Litigation. Seller is not a party to or affected by any litigation, administrative action, investigation or other governmental or quasi -governmental proceeding which would or could have an adverse effect upon the Property or upon the ability of Seller to fulfill its obligations under this Agreement. There are no lawsuits, administrative actions, governmental investigations or similar proceedings pending or threatened against or adversely affecting the Property or any portion thereof or any interest therein. 6.6 Personal Property (i) The Property is equipped and furnished with all those items of Personal Property listed on Exhibit "C" attached hereto and (ii) no items of Personal Property owned by Seller shall be removed from the Property prior to the Closing. All such items of 9 Personal Property are owned outright by Seller, free and clear of any security interest, lien or encumbrance. 6.7 No Notices of Deficiency. Seller has not received any notice nor does Seller have any actual knowledge that the holder of any mortgage or deed of trust encumbering any of the Property, or any portion thereof or interest therein, or any insurance company which has issued a policy with respect to any of the Property or any board of fire underwriters (or other body exercising similar functions) claims, or intends to claim, any defect or deficiency in the Property (that has not been corrected) or requires, or intends to require, the performance of repairs, alterations, or other work to the Property as a condition to forego any premium rate increase, cancellation or other potential policy change; aid, Seller, subject to the right to contest any such claim or requirement, agrees to comply with any such notice at Seller's cost if any such notice is issued prior to the Closing Date. 6.8 Permits. All Permits and approvals required for the lawful operation, use and occupancy of the Property, as it is currently being used, operated and occupied, have been issued and paid for and are in full force and effect. 6.9 Legal Requirements. The construction, operation and use of the Real Property is in compliance with the zoning, subdivision or building codes and all other Legal Requirements. 6.10 Compliance. None of the Property is in violation of any Legal Requirements or Insurance Requirements. 6.11 No Violations. There are no presently outstanding and uncured notices of any violations of any Legal Requirements, or Insurance Requirements, and to Seller's actual knowledge, no Person capable of issuing such notice of violation has threatened to issue a notice of violations. 6.12 Insurance. The Property is, and until Closing shall be, insured against casualty on a full replacement cost basis (excluding land and foundation) by one or more insurance policies maintained by Seller. Seller has not received any written notice from the respective insurance carriers which issued any of such insurance policies stating that any of the policies or any of the coverage provided thereby will not or may not be renewed, or that the premiums therefor will be or may be increased. As of the Closing Date, Purchaser shall arrange for its own insurance coverage for the Property. 6.13 Tax Parcels. Each of the parcels constituting the Land is assessed as a separate tax lot or tax parcel, independent of any other parcels or assets not being conveyed hereunder, each of the parcels constituting the Land has been validly, finally and unappealably subdivided from all other property for conveyance purposes. There are no pending contests or appeals with respect to (i) the assessed value of the Property for ad valorem taxation purposes or (ii) the amount of any ad valorem taxes levied against or paid with respect to the Property. 10 6.14 Utilities. All public utilities (including, without limitation, sanitary sewer, storm sewer, electricity, gas, water and telephone) required for the operation of the Property, or any part thereof, are installed and operating and have been accepted by such utility company or governmental authority. All installation and connection fees, "tie-in" charges, impact fees, tap - on, permit and other fees with respect to the utilities or facilities now serving the Property, including, but not limited, to water, sewer, electric, telephone and gas, have been fully paid, except for monthly utility service bills which will be paid prior to delinquency. Seller has not received any complaint or claim with respect to storm water flow from any owner of adjacent property or otherwise. All such public utilities either enter the Land through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid and recorded public easements or private easements which inure to the benefit of Purchaser. 6.15 Condemnation. To Seller's actual knowledge, there are no proceedings pending or threatened against or affecting the Property or any portion thereof or interest therein in the nature of or in lieu of condemnation or eminent domain proceeding. 6.16 Assessments. Seller has no actual knowledge and Seller has not received written notice of any assessments by a public body, whether municipal, county or state imposed, contemplated or confirmed and ratified against any of the Property for public or private improvements which are now or hereafter payable. 6.17 Contractors. All contractors, subcontractors, architects, materialmen, laborers, suppliers and other parties who have performed or furnished work, labor, materials, equipment or supplies or have labored on the Property to make improvements thereon or otherwise to improve the Property are paid in full, and there are no unpaid claims related to work that has been completed or is in progress. 6.18 No Hazardous Substances on Property. Seller has not caused Hazardous Substances to be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on, in, or under the Property in a manner which violates any Legal Requirements regulating such substances and, to the best of Seller's knowledge, no other Person has caused Hazardous Substances to be discharged, disbursed, stored, treated, generated or allowed to escape on, m or under the Property. No asbestos or asbestos containing materials have been installed, used, incorporated into, or disposed of on the Property by Seller, or, to the best of Seller's knowledge, by any other Person. No PCBs have been located on or in the Property, whether in electrical transformers, fluorescent light fixtures with ballasts, cooling oils, or otherwise, by Seller or, to the best of Seller's knowledge, by any other Person. No underground storage tanks are currently located on, at or under the Property. To best of Seller's knowledge, except for that certain Site Rehabilitation Completion Order dated November 27, 1995 issued by the Florida Department of Environmental Protection, no investigation, administrative order, consent order or agreement, litigation, or settlement with respect to Hazardous Substances is proposed, threatened, anticipated or in existence with respect to the Property. The Property has not previously been used as a landfill, a cemetery, or a dump for garbage or refuse by Seller or any of its Affiliates or, to the best of Seller's knowledge, by any other Person. Seller hereby 11 agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members, administrative officials, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from or relating to the presence of any Hazardous Substances or underground storage tanks at, on or under the Property prior to the Closing Date and for any violation or breach of the foregoing representation and warranty. The indemnities contained in this subsection 6.18 shall survive the Closing hereunder and any termination of this Agreement. 6.19 No Rights to Purchase. Except for this Agreement, Seller has not entered into, and has no actual knowledge of any agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Property which is currently in effect. 6.20 Operating Agreements. Seller has delivered to Purchaser true, complete and correct copies of all Operating Agreements with respect to or affecting the Property or any portion thereof. A complete listing of all Operating Agreements is attached hereto as Exhibit "B". There are no agreements, contracts or undertakings affecting the Property, except the Operating Agreements and the Permitted Exceptions. The Operating Agreements are in full force and effect and as of the Closing Date the Surviving Contracts will be in full force and effect. Neither Seller nor, to the actual knowledge of Seller, any other party to any of the Operating Agreements, is in default thereunder, and no event or omission has occurred which, with the giving of notice or lapse of time, or both, would constitute a default thereunder. There are no restrictions upon Seller's ability to assign all of its right, title and interest to the Operating Agreements to Purchaser at Closing. All Operating Agreements which are not Surviving Contracts shall be terminated by Seller effective no later than the Closing Date and Seller shall pay any penalty or premium due in connection therewith. 6.21 No Latent Defects. To Seller's actual knowledge, the Improvements are structurally sound, the roof is free of leaks and in good condition and the Property has no hidden or latent defects. 6.22 Systems, Fixtures and Appliances. All plumbing, fire protection, alarm, heating, ventilating, air conditioning, electrical, public and private utility, sewer, septic and other waste, and other systems, and all fixtures and appliances (including, without limitation, trade fixtures) included in the Property are in good working order and free of deferred maintenance. 6.23 Parties in Possession. Other than (i) the tenant under the Dry Cleaner's Lease (the "Dry Cleaning Tenant") and (ii) the tenant under the BFI Lease (the "BFI Tenant"), there are no parties in possession of any portion of the Land as lessees, tenants at sufferance or trespassers. 6.24 Dry Cleaner's Lease. The Leases are the only existing leases with respect to the Real Property. The Dry Cleaner's Lease is in full force and effect as of the date hereof. A true and correct copy of the Dry Cleaner's Lease, including all amendments, exhibits and modifications thereto, is attached hereto as Exhibit "I-1". The Dry Cleaner's Lease is a month -to - 12 month lease. The Dry Cleaning Tenant does not have any right to renew or extend the term of the Dry Cleaner's Lease, nor any interest in the Property other than a leasehold possessory interest. Other that the Leases, there are no contracts or obligations between Seller and tenants, either oral or written. Neither Seller nor the Dry Cleaning Tenant is in default under the Dry Cleaner's Lease, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default under the Dry Cleaner's Lease. The Dry Cleaning Tenant does not have any offsets, defenses, claims or causes of action against Seller. The Dry Cleaning Tenant is not contesting any amounts payable by it under the Dry Cleaner's Lease. The Dry Cleaning Tenant has furnished an insurance certificate to Seller indicating that the insurance coverage required by the Dry Cleaner's Lease is in full force and effect. The amount of the security deposit under the Dry Cleaner's Lease is $1,500.00 and Seller is in possession of such security deposit. 6.25 BFI Lease. The BFI Lease in full force and effect as of the date hereof. A true and correct copy of the BFI Lease, including all amendments, exhibits and modifications thereto, is attached hereto as Exhibit "I-2". The BFI Lease is a month -to -month lease. The BFI Tenant does not have any right to renew or extend the term of the BFI Lease, nor any interest in the Property other than a leasehold possessory interest. Neither Seller nor the BFI Tenant is in default under the BFI Lease, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a default under the BFI Lease. The BFI Tenant does not have any offsets, defenses, claims or causes of action against Seller. The BFI Tenant is not contesting any amounts payable by it under the BFI Lease. The BFI Tenant has furnished an insurance certificate to Seller indicating that the insurance coverage required by the BFI Lease is in full force and effect. The amount of the security deposit under the BFI Lease is $2,130.00 and Seller is in possession of such security deposit. The square footage of the premises demised under the BFI Lease is 20 feet by 8 feet. 6.26 Performance of Landlord's Obligations. All work required to be performed by the Seller as landlord under the Leases, and all other obligations of the landlord to be performed thereunder, have been fully performed and paid for in full, or will be fully performed and paid for on or before the Closing Date. All the representations on the part of the landlord contained in the Leases are true and correct. The Seller, as landlord, has not waived any default under the Leases. 6.27 Dry Cleaner's Rent. The Rent and other charges presently being collected by the Seller under the Dry Cleaner's Lease is $1,500.00 per month, plus 6.5% sales tax in the amount of $97.50 per month. The Dry Cleaning Tenant is not entitled to any free rent, concessions, rebates or refunds with respect to or on account of the Dry Cleaner's Lease. The Dry Cleaning Tenant has not paid any Rents or other charges for more than one month in advance. 6.28 BFI Rent. The Rent and other charges presently being collected by the Seller under the BFI Lease is $2,000.00 per month, plus 6.5% sales tax in the amount of $130.00 per month. The BFI Tenant is not entitled to any free rent, concessions, rebates or refunds with respect to or on account of the BFI Lease. The BFI Tenant has not paid any Rents or other charges for more than one month in advance except for the last month's Rent in the amount of $2,130.00. 13 6.29 Leases Unencumbered. The Leases and none of the Rent payable thereunder have been assigned, pledged or encumbered by Seller. 6.30 No Leasing Commissions. No brokerage or leasing commissions (including any renewals or residuals) or other compensation are due or payable to any Person with respect to or on account of the Leases. 6.31 Sales Tax. All sales tax required to be or collected by Seller in the operation of the Real Property has been collected and paid to the appropriate Governmental Authority through a current date. 6.32 Entrances and Exits. All current curb cuts, entrances and exits to the Real Property are lawful and permitted. 6.33 Access. There is permanent vehicular and pedestrian egress from and egress to the Land over public roads that about the Land. 6.34 No Commitments to Dedicate Property. No commitments or agreements have been or will be made to any governmental authority, utility company, school board, church or other religious body, any homeowners or homeowners' association, or any other organization, group or individual, relating to the Land which would impose an obligation upon Purchaser to make any contributions or dedications of money or land to construct, install or maintain any improvements of a public or private nature on or off the Land, or otherwise impose liability on Purchaser. 6.35 Adverse Conditions. Seller has no actual knowledge of any adverse fact relating to the physical condition of the Land which has not been specifically disclosed in writing to Purchaser, including, without limitation, adverse soil conditions. 6.36 Unrecorded Agreements Restricting Use of the Property. Seller has not, nor to Seller's actual knowledge has any predecessor in title, executed or caused to be executed any document with or for the benefit of any Governmental Authority restricting the development, use or occupancy of the Property that is not recorded in the land records of the county in which the Land is located or has not been specifically disclosed in writing to Purchaser. 6.37 Submission Documents. All Submission Documents delivered or made available, or to be delivered or made available to Purchaser pursuant to this Agreement, are or upon submission will be complete, accurate, true and correct in all material respects. 6.38 Wrongful Act. Seller has not undertaken any knowingly wrongful action and shall indemnify, defend and hold harmless Purchaser from and against any action or claim of third parties arising out of Seller's actions. 14 6.39 Disclosure. No statement, warranty or representations by the Seller contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements made in light of the circumstances under which such statements are made not misleading. 6.40 Survival. The foregoing representations, warranties, covenants and agreements of Seller in this Section 6 shall survive the Closing or termination of this Agreement. 6.41 Actual Knowledge. As used in this Agreement or in any Exhibit attached hereto, any reference to actual knowledge shall with respect to Seller mean the actual knowledge of Seller and its trustees, agents, officers and employees who have any association with the ownership or management of the Property. SECTION 7: PURCHASER'S REPRESENTATIONS AND WARRANTIES Purchaser represents and warrants to Seller that the following facts and conditions exist and are true as of the date hereof and shall exist and be true as of the date of the Closing. 7.1 Purchaser is validly formed municipal corporation in good standing organized and existing under the laws of the State of Florida and has all requisite power and authority to purchase the Land and to enter into and perform its obligations hereunder. SECTION 8: SELLER'S COVENANTS From and after the date hereof, through and including the Closing Date, Seller agrees as follows (each of which covenants is a condition to Purchaser's obligations to close under this Agreement and must be satisfied by Seller or waived by Purchaser in writing prior to Closing): 8.1 Inspection of Property. Seller will allow Purchaser and its agents and contractors to enter upon the Property for any purpose in connection with Purchaser's proposed purchase, use and operation of the Property. 8.2 Management Prior to Closing. Between the date of this Agreement and the Closing Date, (a) Seller shall maintain, manage and operate the Property in the customary course of business, committing or permitting no waste thereto, such that at the time of the Closing, the Property shall be in substantially the same physical condition as on the date of Seller's execution of this Agreement, ordinary wear and tear excepted, and (b) unless Purchaser has given its prior written consent, Seller shall not make any changes to or alterations of the Property except to perform emergency repairs (regarding which Purchaser shall be promptly advised in writing) and any other work having Purchaser's prior written approval. 8.3 Notices. Seller shall, promptly upon Seller's obtaining knowledge thereof, provide Purchaser with a written notice of any event which has an adverse effect on the operation or physical condition of the Property. 15 8.4 Notices of Violation. Promptly after Seller obtains actual knowledge or upon receipt of written notice thereof, Seller has provided or shall provide Purchaser with written notice of any violation of any Legal Requirements, or Insurance Requirements, affecting the Property, any service of process relating to the Property or which affects Seller's ability to perform its obligations under this Agreement or any other correspondence or notice received by Seller which has or has the potential to have an adverse effect on the Property. 8.5 New Operating Agreements. After execution of this Agreement by Purchaser, Seller shall not enter into any new agreements, contracts or undertakings, affecting the Property or cancel, modify, extend or renew any Operating Agreement, nor waive any default under or accept any surrender of any Operating Agreement without the prior written consent of Purchaser, which consent may be given or withheld in Purchaser's sole and absolute discretion. Seller shall submit to Purchaser a copy of such proposed agreement, together with such information regarding the proposed agreement as is reasonably available to Seller and as Purchaser may reasonably require. If Purchaser fails to respond to any requests for approval of such an agreement within ten (10) Business Days after notice from Seller, Purchaser shall be deemed to have given its approval to such agreement and within five (5) days thereafter, Seller shall provide Purchaser with a certified copy of the fully executed instrument. Upon approval (or deemed approval) of such agreement, the same shall thereupon be included within the definition of "Operating Agreements" set forth herein. 8.6 Leases. Seller shall not modify or amend any of the Leases or enter into any lease of the Real Property or any portion thereof without the prior written consent of Purchaser, which consent may be given or withheld in Purchaser's sole and absolute discretion. 8.7 Notification of Change of Circumstances. Seller shall provide Purchaser with written notice of any transaction or occurrence prior to Closing which could make any of the warranties, representations, covenants and agreements of Seller under this Agreement not true with the same force and effect, as if made on or as of the date hereof. 8.8 Seller's Cooperation. If requested by Purchaser, Seller will promptly execute all petitions, applications, easements, plats, site plans, waivers of plats, and other documents which Purchaser may reasonably request and otherwise reasonably cooperate with Purchaser in connection with Purchaser obtaining or granting any permit, plat, waiver of plat, site plan approval, easement, right-of-way dedication, rezoning, right-of-way deed, variance or other administrative authorization required for Purchaser's proposed development of the Real Property. 8.9 Survival. Any claim for breach of the covenants contained in this Section 8 shall survive the Closing. SECTION 9: PURCHASER'S DUE DILIGENCE AND INSPECTION OF PROPERTY 9.1 Documents to be Delivered by Seller. Commencing five (5) days after the Effective Date, Seller shall provide to Purchaser copies of all documents, records, reports, 16 studies, data and information relating to the Property in Seller's control or possession, including, without limitation, the Operating Agreements, any existing tests, surveys, title policies, licenses, permits, engineering and/or environmental analyses, soil test borings, Records and Plans, Warranties, Permits and tax bills (the "Submission Documents"). 9.2 Inspection of Property. Purchaser or its appointed agents or independent contractors shall have, at all reasonable times prior to the Closing, the privilege of going upon the Land and in the Improvements, at Purchaser's sole cost and expense, to inspect, examine, test, investigate, appraise and survey the Property, including, without limitation, soils and environmental tests and inspections. In exercising the privileges granted pursuant to this subsection 9.2, Purchaser shall substantially restore the Property to the condition existing prior to such activities on the Property. In consideration of Purchaser's right to inspect the Property as described in this subsection 9.2, subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, Purchaser agrees to indemnify, defend and hold Seller harmless from any actions, suits, liens, claims, damages, expenses, losses and liability for damage to personal property or personal injury arising from or attributable to any acts performed by Purchaser or its appointed agents or independent contractors m exercising Purchaser's rights under this subsection 9.2 (including, without limitation, any rights or claims of materialmen or mechanics to liens on the Property, but excluding any matter to the extent arising out of the negligence or misconduct of Seller). This agreement to indemnify Seller shall survive the Closing and any termination of this Agreement. 9.3 Conditions Precedent/Termination Right. In addition to any other termination right or other remedy specified herein and notwithstanding any provision of this Agreement which may be interpreted to the contrary, if Purchaser is dissatisfied, for any reason and in Purchaser's exclusive judgment, with the results of Purchaser's investigation and study of the Property, then Purchaser may terminate this Agreement by notifying Seller or Seller's Attorney of such termination on or before the 5:00 p.m. on the Termination Date, whereupon the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further rights, obligations, or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. SECTION 10: PURCHASER'S ADDITIONAL CLOSING CONTINGENCY Purchaser's obligation to close the transaction contemplated by this Agreement and purchase the Property is expressly subject and contingent upon Purchaser obtaining on or before the Termination Date all final, non -appealable governmental approvals and exercises of authority of Governmental Authorities, including, without limitation, approval by Council of the Village of Key Biscayne and any referendum (collectively the "Governmental Approvals") to purchase the Property and finance the acquisition thereof. Purchaser shall have up to and including the Termination Date to obtain any and all Governmental Approvals. If Purchaser does not obtain the Governmental Approvals on or before the Termination Date, then Purchaser shall have the right to (i) terminate this Agreement by notifying Seller or Seller's Attorney of such termination on or before the Termination Date or (ii) 17 waive this contingency. If this Agreement is terminated by Purchaser, the Earnest Money shall be refunded to Purchaser by the Escrow Agent and thereafter neither party hereto shall have any further rights, obligations, or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Seller consents to Purchaser processing the necessary Governmental Approvals and agrees at Purchaser's request to execute any reasonable documentation necessary or appropriate in connection with Purchaser obtaining the Governmental Approvals. SECTION 11: COVENANT RUNNING WITH THE LAND At Closing, Purchaser agrees to execute a Covenant Running with the Land (the "Name Display Covenant") substantially in the form of Exhibit "K" attached hereto providing that the name "C.G. 'Bebe' Rebozo" shall be displayed on a sign or monument, engraved or displayed by other means (the "Name Display") on one of the primary municipal buildings intended to be constructed at the Property (i.e., by means of example only and not by means of limitation, a fire station, community center, police station or Village Hall) or, if a primary municipal building is not constructed at the Property, then at the courtyard or plaza intended to be located at the Property. The Name Display shall not be placed on such primary municipal building, courtyard or plaza as selected by Purchaser until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure, acts of god, fire or other casualty, repairs, restoration, renovation, alteration, or causes beyond the control of Purchaser. Notwithstanding anything to the contrary contained in the Name Display Covenant, if, after construction and completion of the primary municipal building, courtyard or plaza upon which the Name Display is located, such primary municipal building, courtyard or plaza is wholly or partially destroyed and Purchaser does not elect to rebuild, restore or repair such primary municipal building, courtyard or plaza, then Purchaser shall not be obligated to replace the Name Display thereon. The minimum size of the Name Display shall be twenty-four (24) square feet (the "Required Minimum Size"). If the Name Display is placed on a primary municipal building, then the Name Display shall be visible from the front entrance thereof (the "Building Visibility Requirement"). If a primary municipal building is not constructed at the Property and the Name Display is placed at the courtyard or plaza intended to be located at the Property, then the Name Display shall be placed in a prominent location at such courtyard or plaza (the "Courtyard/Plaza Visibility Requirement"). Provided that the Name Display is the Required Minimum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement, as applicable, is met, the size, location, lettering and design of the Name Display shall be determined and selected by Purchaser in its sole discretion. The Name Display Covenant shall automatically terminate on the date that the Property is no longer owned by Purchaser. If the Property is no longer owned by Purchaser and the Name Display Covenant is thereby terminated, then Purchaser agrees to change the name of that portion of West McIntyre Street fronting the Property which is the block located between Crandon Boulevard and Fernwood Road to "Rebozo Boulevard", "Rebozo Street" or "Rebozo Road". The Name Display Covenant shall be in recordable form. Purchaser agrees to cause the Name Display Covenant to be promptly recorded after recordation of the Deed. The provisions of this Section 11 shall survive the Closing. 18 SECTION 12: CLOSING Subject to satisfaction of all conditions to Closing, the Closing shall be held during regular business hours on the date which is ninety (90) days after the Effective Date. The Closing shall be held at the offices of Purchaser's Attorney, at a time mutually acceptable to both parties. If no such selection is timely made, the Closing shall be held at 10:30 a.m. local time on the Closing Date or at such other time or such other place as may be mutually agreed in writing by the parties hereto. 12.1 Delivery: Possession. At Closing, Seller shall deliver to Purchaser the items required of Seller under this Agreement, and Purchaser shall deliver to Seller the balance of the Purchase Price (after crediting the Earnest Money and making other adjustments and prorations as provided herein) and the other items required of Purchaser under this Agreement. Seller shall deliver possession of the Property to Purchaser, subject only to the Permitted Exceptions at the time of Closing. Risk of loss shall remain with Seller until Closing. 12.2 Closing Costs. 12.2.1 Seller's Costs. Seller shall pay (i) property transfer, conveyance, sales and other taxes due on the transfer of the Property, (ii) the fees and expenses of Seller's attorneys, (iii) the documentary stamps and surtaxes due on the Deed, (iv) the cost of recording any corrective instruments, (v) one-half of the cost of the Survey if Seller does not provide Purchaser with an existing survey of the entire Property, (vi) the cost of the abstract continuation or the cost of the computer title search update and STAR Report and (vii) the fees and expenses of Seller's attorneys. 12.2.2 Purchaser's Costs. Purchaser shall pay (i) any costs incurred by Purchaser in preparing and performing its due diligence investigations, (ii) the cost of the Title Commitment, (iii) the premium for the Owner's Title Policy, (iv) the cost of recording the' Deed, (v) the cost of the Survey, if Seller provides Purchaser with an existing survey of the entire Property, (vi) one-half (1/2) of the cost of the Survey, if Seller does not provide Purchaser with an existing Survey of the entire Property, and (vii) the fees and expenses of Purchaser's attorneys. 12.2.3 Other Costs. Any other costs not specifically provided for in subsection 12.2.1, subsection 12.2.2 or otherwise pursuant to the terms of this Agreement shall be paid by the party who incurred those costs, or if neither party is charged with incurring any such 19 costs, then by the party customarily assessed for such costs in the place where the Property is located. Any escrow fees, document preparation charges of the Title Company and other escrow related charges of the Escrow Agent in its capacity as escrow agent only shall be paid equally by Seller and Purchaser. 12.2.4 Survival. The provisions of this subsection 12.2 shall survive the Closing and the delivery of the Deed. 12.3 Purchaser's Conditions to Closing. Purchaser's obligation to purchase the Property or otherwise to perform any obligation provided in this Agreement is expressly conditioned upon the fulfillment or satisfaction of each of the following conditions precedent on or before the Closing Date (any of which may be waived only in writing by Purchaser in its discretion): 12.3.1 Seller shall have fully performed each undertaking and covenant and agreement to be performed by Seller under this Agreement including, but not limited to, delivery of all items and documents required under Section 14 below; 12.3.2 Each representation and warranty made in this Agreement by Seller shall be complete, true and accurate; 12.3.3 The Owner's Title Policy shall be issued, or in lieu of issuance of the foregoing at Closing, the Title Company shall have delivered a "marked up" Title Commitment, subject only to the Permitted Exceptions, with gap coverage, deleting all requirements and deleting the standard exceptions; 12.3.4 Seller shall have delivered to Purchaser, at no cost to Purchaser, an executed termination of each Operating Agreement which Purchaser designates is to be terminated by written notice to Seller on or before the Termination Date; 12.3.5 Without additional cost or charge to Purchaser, all Permits, Warranties and other Intangible Property shall be assigned to Purchaser, to the extent the same are assignable; 12.3.6 Except as cured by Seller or otherwise approved or waived in writing by Purchaser, no event shall have occurred which may have an adverse effect on the operation or physical condition of the Property; 20 12.3.7 No amendments, restatement, adoption or repeal of any laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governmental authorities, officials, agencies and officers, ordinary or extraordinary, shall have occurred which is applicable to the Property and has or could have an adverse effect upon the value, use, operation, zoning, development or condition thereof. 12.3.8 There shall be no development or building moratoria in effect with regard to the Property as of the Closing Date, including, without limitation, any prohibition arising from a failure to meet concurrency standards established under Chapter 163 of the Florida Statutes, the administrative rules thereunder and local governmental ordinances and regulations thereunder. 12.3.9 The Land shall have been subdivided from all other property in accordance with all applicable governmental requirements and shall be assessed as a separate tax lot or tax parcel, independent of all other parcels of land not being conveyed hereunder. If any of the foregoing conditions are not satisfied at or before Closing, then in addition to any remedy available to Purchaser under this Agreement, Purchaser may terminate this Agreement by written notice to Seller, in which event the Earnest Money shall be returned to Purchaser and the parties shall be released from all obligations and liabilities under this Agreement except those that expressly survive termination of this Agreement. SECTION 13: PRORATIONS AND CREDITS AT CLOSING All prorations provided to be made "as of the Closing Date" shall each be made as of 11:59 p.m. local time on the date immediately preceding the Closing Date. In each proration set forth below, the portion thereof allocable to periods beginning with the Closing Date shall be credited to Purchaser, or charged to Purchaser, as applicable, at Closing or, in the case of allocations made after Closing, upon receipt of such payments or invoice as of the Closing Date. Except as may otherwise be specified herein, the following items shall, as applicable, be prorated between Purchaser and Seller or credited to Purchaser or Seller: 13.1 Property Taxes and Assessments. 13.1.1 Taxes. Seller acknowledges and agrees that the Property is being purchased by an exempt governmental entity and that the Seller must comply with Section 196.295, Florida Statutes, regarding real estate taxes. 21 13.1.2 Special Assessments. Certified, confirmed and ratified special assessment liens as of Date of Closing (and not as of the date of this Agreement) shall be paid by Seller or Purchaser shall receive a credit therefor. Pending liens as of Date of Closing shall be assumed by Purchaser; provided, however, that where the improvement for which the special assessment was levied, had been substantially completed as of the date of this Agreement, such pending liens shall be considered as certified, confirmed or ratified and Seller shall, at Closing, be charged an amount equal to the estimated assessment for the improvement. 13.2 Utility Expenses and Payments. Seller shall have sole responsibility for all utility charges accrued as of the Closing Date. Purchaser shall be responsible for making any necessary arrangements for the continuation of all utility services to the Property following Closing. Seller shall cooperate with Purchaser and execute all necessary documents as reasonably required by Purchaser to accomplish the foregoing. 13.3 Operating Agreement Payments. All payments due or made under any Surviving Contracts shall be prorated as of the Closing Date, except that Seller shall be solely responsible for payments made to cure any default by Seller under the Surviving Contracts. 13.4 Rent. Seller shall be entitled to all Rent for the period to the Closing Date; Purchaser shall be entitled to all Rent accruing as of the Closing Date and receive a credit at Closing therefore. However, if at the time of Closing there shall be any delinquent Rent owing from the Dry Cleaning Tenant or the BFI Tenant covering any period of time, or any obligation incurred, prior to the Closing Date, Purchaser shall use reasonable efforts to collect such delinquent Rent and shall promptly remit the same to Seller upon receipt by Purchaser, but shall have no obligation to institute any proceedings. Any Rent collected by Purchaser shall be applied first to current Rent due, and thereafter to delinquent Rent. Purchaser may deduct its reasonable collection expenses from Rents collected prior to remitting such rents to Seller. 13.5 Security Deposits and Prepaid Rentals. Security deposits in the possession of Seller and any interest accrued thereon shall be transferred to Purchaser at Closing_ Purchaser shall be given a credit against the Purchase Price for all prepaid rentals paid by tenants under the Leases. 13.6 Other Matters. Seller and Purchaser shall make such other adjustments and apportionments as are expressly set forth in this Agreement. 13.7 Survival. The provisions of this Section 13 shall survive the Closing and the delivery of the Deed. In the event final figures have not been reached on any of the adjustments, prorations or costs which are to be adjusted at or prior to Closing pursuant to this Section 13, the parties shall close using adjustments and prorations reasonably estimated by Seller and Purchaser, subject to later readjustment when such final figures have been obtained. The parties hereto agree that they shall seek to determine the amounts of all prorations and adjustments required hereunder 22 on or before the Closing Date, if possible, and to the extent not then obtainable within one (1) year of Closing. SECTION 14: CONVEYANCES AND DELIVERIES AT CLOSING 14.1 Warranty Deed. At Closing, Seller shall convey the Land and Improvements to Purchaser by a duly executed and recordable statutory warranty deed in substantially the form attached hereto as Exhibit "D" (herein referred to as "Deed"), subject only to the Permitted Exceptions. 14.2 Bill of Sale. At Closing, Seller shall also convey the Personal Property to Purchaser by a duly executed Bill of Sale in substantially the form attached hereto as Exhibit "E". 14.3 Assignment of Surviving Contracts and Other Interest. At Closing, Seller shall assign to Purchaser, and Purchaser shall assume, Seller's interest in the Surviving Contracts, by duly executed assignment and assumption agreement substantially in the form .attached hereto as Exhibit "F". Seller shall obtain any and all necessary consents for assignment and shall deliver the same to Purchaser at or prior to Closing. 14.4 Assignment of Leases and Security Deposits. At Closing, Seller shall execute and deliver to Purchaser a duly executed Assignment of Leases and Security Deposits in substantially the form attached hereto as Exhibit "J", together with the original Leases and any guarantees thereof. 14.5 Contracts, Records and Plans. At or simultaneously with the Closing, Seller shall deliver to Purchaser the originals (or if originals are unavailable, certified copies) of the Surviving Contracts, the Warranties, the Records and Plans, the Plans and Specifications and the Permits. Seller may keep copies of such materials at Seller's sole cost and expense. 14.6 Section 1445 Certificate. At Closing, Seller shall execute and deliver to Purchaser and the Title Company a certificate substantially in the form as Exhibit "G" attached hereto stating that Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code and the regulations thereunder. 14.7 Form 1099. At Closing, Seller shall execute and deliver to Purchaser and the Title Company such federal income tax reports respecting the sale of the Property as required by the Internal Revenue Code and such other information required by the Title Company to complete IRS Form 1099 with respect to this transaction. 14.8 Termination of Agreements. Seller shall, at Closing, deliver to Purchaser an executed original of an agreement terminating, as of the Closing Date, any and all Operating Agreements which are not Surviving Contracts. 23 14.9 Affidavit of Title. At Closing, Seller shall execute and deliver to Purchaser and to the Title Company a no -lien, possession and gap title affidavit in the form required by the Title Company, together with such resolutions, affidavits, documents and certificates as the Title Company may reasonably require to issue the Owner's Title Policy in accordance with the terms of this Agreement. 14.10 Closing Statement. At Closing, Seller and Purchaser shall execute and deliver a Closing Statement which shall, among other items, set forth the Purchase Price, all credits against the Purchase Price, the amounts of all prorations and other adjustments to the Purchase Price and all disbursements made at Closing on behalf of Purchaser and Seller in accordance with the terms of this Agreement. 14.11 Tenant Estoppel Certificates. At Closing, Seller shall deliver to Purchaser an estoppel certificate from each of the Dry Cleaning Tenant and the BFI Tenant in a form prescribed by Purchaser, dated no earlier than fifteen (15) days before the Closing Date, and Purchaser shall have approved any material modifications made by the Dry Cleaning Tenant or the BFI Tenant to such form and any information inserted by the Dry Cleaning Tenant or the BFI Tenant which is at variance with the information contained in this Agreement with respect to the Dry Cleaner's Lease and the BFI Lease. 14.12 Tenant Letter. A letter to each of the Dry Cleaning Tenant and the BFI Tenant advising the Dry Cleaning Tenant and the BFI Tenant of the sale to Purchaser of the Property and directing the Dry Cleaning Tenant and the BFI Tenant to pay all Rent accruing under their respective Leases from and after the Closing Date to Purchaser and to recognize Purchaser as landlord under their respective Leases. 14.13 Evidence of Authority. At Closing, Seller shall update Evidence of Authority dated not more that five days before the Closing Date. 14.14 Trust Agreement. At Closing, Seller shall deliver to Title Company (i) a certified copy of all or such portions of Seller's trust agreement as shall be required by the Title Company, (ii) a memorandum of Seller's trust agreement or affidavit with respect to Seller's trust agreement in recordable form, which memorandum or affidavit shall be in such form and shall contain such information as required by the Title Company and (iii) such other documentation with respect to Seller's trust agreement as the Title Company may require to issue the Owner's Title Policy in accordance with the terms of this Agreement. 14.15 General Assignment. At Closing, Seller will deliver to Purchaser a general assignment, to the extent assignable, of the Records and Plans, Warranties, Permits, the Intangible Property and all other property and rights included in the transaction contemplated by this Agreement, which assignment shall be substantially in the form attached hereto as Exhibit 24 14.16 Transfer Tax Returns. At Closing, Seller will execute and deliver Florida Department of Revenue Form DR -219. 14.17 Disclosure Affidavit. At least ten (10) days prior to Closing, Seller shall execute and deliver to Purchaser an affidavit in recordable form as required by the provisions of Section 286.23, Florida Statutes. 14.18 Conveyance of Awards. At Closing, Seller shall, if and to the extent applicable, deliver to Purchaser all proper instruments for the conveyance of any condemnation, insurance or other awards or proceeds described in and subject to and in accordance with Section 16 hereof, all duly executed by Seller. 14.19 Physical Possession. At Closing, Seller shall deliver to Purchaser keys to the Property, any tenant keys, and possession of the Property, subject only to the rights of (i) the Dry Cleaning Tenant under the Dry Cleaner's Lease and (ii) the BFI Tenant under the BFI Lease. 14.20 Seller's Certificate. At Closing, Seller shall deliver to Purchaser a certificate of Seller dated as of the Closing Date certifying (i) that all representations and warrantees of Seller under this Agreement are true and correct, in all respects as of the Closing Date (except as the same may have been changed as permitted in accordance with the terms of this Agreement and disclosed to Purchaser prior to Closing) and (ii) to Seller's actual knowledge, that there has occurred no default or breach, nor any event which with notice or with the passage of time, or both, would constitute such a default or breach by Seller under this Agreement. 14.21 Seller's Affidavit. At Closing, Seller shall deliver to Purchaser an Affidavit, in form reasonably satisfactory to Purchaser, confirming that Seller is duly formed, validly existing and in good standing under the laws of the state of its formation and in the state where the Property is located; that Seller and the person executing the closing documents on behalf of Seller has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; and that the execution, delivery and performance of this Agreement and of all instruments to be executed and delivered by Seller hereunder have been duly authorized by all necessary action on the part of Seller and will not conflict with or result in a breach of or any order, judgment, writ, injunction or decree of any court or governmental instrumentality, or of the trust agreement of Seller or any agreement or instrument to which Seller is a party or by which it is bound, or to which the Property is subject. 14.22 Name Display Covenant. At Closing, Purchaser shall execute the Name Display Covenant substantially in the form of Exhibit "K" attached hereto. 14.23 Other Documents. At Closing, Seller and Purchaser shall deliver to each other any other documents expressly required to be delivered or furnished pursuant to any other provisions of this Agreement or reasonably required to carry out the purpose and intent of this Agreement. 25 SECTION 15: NOTICES All notices, consent, approvals and other communications which may be or are required to be given by either Seller or Purchaser under this Agreement shall be properly given only if made in writing and sent by (a) hand delivery, (b) electronic facsimile or other transfer device with telephone or other confirmation of receipt, provided that a hard copy of such notice is mailed by US first class mail, postage prepaid, on or before the next Business Day following such telecopy delivery or (c) a nationally recognized overnight delivery service (such as Federal Express, UPS Next Day Air, Purolator Courier or Airborne Express), with all delivery charges paid by the sender and addressed to the Purchaser or Seller, as applicable, as follows, or at such other address as each may request in writing. Such notices shall be deemed received, (1) if delivered by hand or overnight delivery service on the date of delivery and (2) if sent by electronic transfer on the date transmission is confirmed by telephone or return electronic transfer from the receiving party, provided that a hard copy of such notice is mailed by US first class mail, postage prepaid, on or before the next Business Day following such telecopy delivery. The refusal to accept delivery shall constitute acceptance and, in such event, the date of delivery shall be the date on which delivery was refused. Said addresses for notices are to be as follows: IF TO SELLER: Thomas H. Wakefield, Co -Trustee Charles Fred Rebozo, Co -Trustee Mary R. Bouterse, Co -Trustee c/o Olga Guilarte 524 Fernwood Road Key Biscayne, FL 33149 Telecopy No.: (305) 365-0041 with a copy to: Wicker, Smith, Tutan, O'Hara, McCoy, Graham & Ford, P.A. 5th Floor Grove Plaza Building 2900 Middle Street (S.W. 28th Terrace) Miami, Florida 33133 Attention: Nicholas E. Christin, Esq. Telecopy No.: (305) 441-1745 IF TO PURCHASER: Village of Key Biscayne 85 West McIntyre Street Key Biscayne, Florida 33149 Attention: C. Samuel Kissinger, Village Manager Telecopy No.: (305) 365-8936 26 with a copy to: Weiss Serota Helfman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive Suite 420 Miami, Florida 33133 Attention: Elaine M. Cohen, Esq. Telecopy No.: (305) 854-2323 SECTION 16: CASUALTY AND CONDEMNATION 16.1 Casualty. Prior to the Closing Date, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this subsection 16. Until the Closing has occurred, Seller shall keep all insurance policies in effect with respect to the Property. If, prior to the Closing Date, any part of the Property is damaged or destroyed by fire or other casualty, Seller shall immediately notify Purchaser of such fact. If such damage or destruction is material (as defined below), Purchaser shall have the option to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller's notice. For purposes hereof "material" shall be deemed to be any uninsured damage or destruction to the Property (except that a casualty shall not be deemed uninsured solely because all, or a portion of, the cost of the casualty is subjected to a deductible) or any insured damage or destruction (i) where the cost of repair or replacement is estimated, in Purchaser's good faith judgment, to be Thirty -Five Thousand and No/ 100 or more for the Improvements, or (ii) where the repair or replacement is estimated, in Purchaser's good faith judgment, to require more than one hundred twenty (120) days to repair. If Purchaser does not exercise this option to terminate this Agreement, or if the casualty is not material, neither party shall have the right to terminate this Agreement, and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Purchase Price but, Seller, at Closing, shall assign to Purchaser, and Purchaser shall be entitled to receive and keep, all insurance proceeds payable with respect to such casualty, plus Seller shall pay over to Purchaser the sum of (a) all insurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved in writing by Purchaser) and (b) an amount equal to the deductible amount with respect to the insurance. In such event, Seller shall not be obligated to repair or restore the Property. If Purchaser does not elect to terminate this Agreement by reason of any casualty, Purchaser shall have the right to participate in any adjustment of the insurance claim and, in such event, Purchaser and Seller shall cooperate each with the other in good faith. 16.2 Condemnation. At Closing, Seller shall assign to Purchaser all of Seller's right, title and interest in and to the beds of streets, roads, alleys, avenues and highways abutting the Property and all of Seller's right, title and interest in and to all awards in condemnation, or damages or any kind, to which Seller is entitled at the time of Closing, by reason of any exercise of power of eminent domain with respect thereto or for the taking of the Property or any part 27 thereof or by reason of any other event affecting the Property which gives rise to a damage claim against a third Party after the date hereof. Prior to the Closing Date, if all or any portion of the Property is taken, or if access thereto is reduced or restricted by eminent domain or otherwise (or if such taking, reduction or restriction is pending, threatened or contemplated) (hereinafter a "Condemnation Proceeding"), Seller shall immediately notify Purchaser of such fact. In the event that such notice related to the taking of all or any portion of the Property, Purchaser shall have the option, in its sole and absolute discretion, to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller's notice; whereupon the Earnest Money shall be refunded to Purchaser and thereafter neither Party shall have any rights, obligations or liabilities hereunder except with respect to those rights, obligations or liabilities which expressly survive the termination of this Agreement. If Purchaser does not elect to terminate this Agreement as herein provided, Seller shall pay to Purchaser any award received by Seller prior to Closing and Purchaser shall have the right to participate with Seller in any Condemnation Proceeding affecting the Property; provided, that in doing so Purchaser shall cooperate with Seller in good faith. SECTION 17: BROKERS Each party represents to the other that such party has not incurred any obligation to any broker, finder or real estate agent with respect to the purchase or sale of the Property. Each of Seller and Purchaser warrants and represents to the other that such party has employed (expressly or impliedly) no broker, agent or other such Person as to which a commission or other such fee is or would become due or owing as a result of the purchase and sale contemplated hereby and has made no agreement (express or implied) to pay any broker's commission or other such fees in connection with the purchase and sale contemplated by this Agreement. Each of Seller and Purchaser agrees to indemnify and defend the other against, and to hold the other harmless of and from all claims, demands and liabilities (including reasonable attorney's fees and expenses incurred in defense thereof) for any commission or fees payable to, or claimed by, any broker, agent or other such Person arising out of the employment or engagement of such Person employed (expressly or impliedly) by Seller of Purchaser, as applicable, or with whom Seller or Purchaser, as applicable, has or is claimed to have, made an agreement (express or implied) to pay a commission or other such fee; provided, however, Purchaser's indemnification obligations under this Section 17 are subject to the provisions and monetary limitations of Section 768.28, Florida Statutes. The representation, warranties, undertakings and indemnities of this Section 17 shall survive the Closing hereunder and any termination of this Agreement. SECTION 18: INDEMNITIES 18.1 Seller's Indemnity. Seller hereby agrees to indemnify, protect, defend (through attorneys reasonably acceptable to Purchaser) and hold harmless Purchaser and its council members, administrative officials, agents, employees, successors and assigns from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees actually incurred) which may at any time following the Closing Date be asserted against or suffered by Purchaser arising out of or resulting from the following (whether asserted or accruing before or after Closing): 28 18.1.1 any personal injury or property damage occurring prior to the Closing Date unless caused by the negligence of Purchaser or its agents or contractors; 18.1.2 any amounts due under any Surviving Contract for a period prior to the Closing Date, and with respect to any Operating Agreements that are not being assumed by Purchaser, any amounts coming due under those Operating Agreements; 18.1.3 utility bills for the period prior to Closing Date; 18.1.4 any sales, use or other taxes payable in connection with this transaction or with respect to the operation of the Property prior to Closing; 18.1.5 Seller's failure to comply with the provisions of this Agreement which require performance or payment on the part of Seller after Closing. 18.3 Survival. The provisions of Section 18 shall survive the Closing hereunder and the delivery of the Deed. SECTION 19: DEFAULT/REMEDIES 19.1 Seller's Default/Purchaser's Remedies. Notwithstanding any other remedy provided for herein, if Seller defaults in the observance or performance of its covenants and obligations hereunder, Purchaser may, at its option, terminate this Agreement and receive a refund of the Earnest Money or seek specific performance of this Agreement, without in either case waiving any action for damages resulting from Seller's breach. 19.2 Purchaser's Default/Seller's Remedies. If Purchaser defaults in the observance or performance of its covenants and obligations hereunder, then Seller, as its sole and exclusive remedy, shall (as an election of remedies) receive the Earnest Money from Escrow Agent as liquidated damages. Purchaser and Seller acknowledge the difficulty of ascertaining the actual damages in the event of such default, that it is impossible to more precisely estimate the damages to be suffered by Seller upon such default, that the retention of the Earnest Money by Seller is intended not as a penalty but as full liquidated damages and that such amount constitutes a good faith estimate of the potential damages arising therefrom. Seller's right to so terminate this Agreement and to receive liquidated damages as aforesaid is Seller's sole and exclusive remedy. Seller hereby waives, relinquishes and releases any and all other rights and remedies, including but not limited to: (1) any right to sue Purchaser for damages or to prove that Seller's actual damages exceed the amount which is hereby provided Seller as fully liquidated damages or (2) any other right or remedy which Seller may otherwise have against Purchaser, either at law, or equity or otherwise. 29 SECTION 20: ASSIGNMENT Purchaser may assign its rights under this Agreement. SECTION 21: ESCROW AGENT 21.1 Performance of Duties. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement. 21.2 Reliance. Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (iii) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or corrections as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent's duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement. 21.3 Right to Interplead. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon filing such action, Escrow Agent shall be released from all obligations under this Agreement. 21.4 Attorney's Fees and Costs. In any suit between Purchaser and Seller wherein Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in any suit wherein Escrow Agent interpleads the subject matter of the Escrow, Escrow Agent shall recover reasonable attorney's fees and costs incurred with the fees and costs to be paid from and out of the escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. The parties hereby agree that Escrow Agent shall not be liable to any party or person for misdelivery to Purchaser or Seller of items subject to this escrow, unless such misdelivery is due to willful breach of this Agreement or gross negligence of Escrow Agent. 21.5 Escrow Agent as Counsel for Purchaser. It is acknowledged that Escrow Agent is counsel for Purchaser. It is agreed that Escrow Agent shall not be disabled or disqualified from representing Purchaser, its council members, parents, officers, directors or agents in connection with any dispute or litigation which may arise out of or in connection with this transaction or this Agreement as a result of Escrow Agent acting as the escrow agent under this Agreement and the Seller, waives any claim or right to assert a conflict arising out of or in connection with the foregoing. 30 SECTION 22: GENERAL PROVISIONS 22.1 Entire Agreement. This Agreement, and all the Exhibits referenced herein and annexed hereto, contain the final, complete and entire agreement of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any of the matters connected with this transaction shall be effective for any purpose. Except as may be otherwise expressly provided herein, the agreements embodied herein may not be amended except by an agreement in writing signed by the parties hereto. 22.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida. 22.3 Further Assurances. Seller and Purchaser each agrees to execute and deliver to the other such further documents or instruments as may be reasonable and necessary in furtherance of the performance of the terms, covenants and conditions of this Agreement. This covenant shall survive the Closing. 22.4 Interpretation. The titles, captions and paragraph headings are inserted for convenience only and are in no way intended to interpret, define, limit to expand the scope or content of this Agreement or any provision hereto. If any party to this Agreement is made up of more than one Person, then all such Persons shall be included jointly and severally, even though the defined term for such party is used in the singular in this Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words of phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. 22.5 Counterparts. This Agreement may be executed in separate counterparts. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties of this Agreement. Facsimile copies shall be deemed originals. 22.6 Non -waiver. No waiver by Seller or Purchaser of any provision hereof shall be deemed to have been made unless expressed in writing and signed by such party. No delay or omission in the exercise of any right or remedy accruing to Seller or Purchaser upon any breach under this Agreement shall impair such right to remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller or Purchaser of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term, covenant or condition herein contained. 31 22.7 Severability. This Agreement is intended to be performed in accordance with and only to the extent permitted by applicable law. If any provisions of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of the invalidity or unenforceability does not destroy the basis of the bargain between the parties as contained herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. 22.8 Exhibits. The Exhibits referred in and attached to this Agreement are incorporated herein in full by this reference. 22.9 Attorneys' Fees. In the event of any controversy, claim or dispute between the parties arising from or relating to this Agreement (including, but not limited to, the enforcement of any indemnity provisions), the prevailing party shall be entitled to recover reasonable costs, expenses and attorneys' fees including, but not limited to, court costs and other expenses through all appellate levels. 22.10 Business Days. If any date provided for in this Agreement shall fall on a day which is not a Business Day, the date provided for shall be deemed to refer to the next Business Day. 22.11. Time is of the Essence. Time is of the essence in this Agreement. 22.12 No Personal Liability of Council Members, Administrative Officials or Representatives of Purchaser. Seller acknowledges that this Agreement is entered into by a municipal corporation as Purchaser and Seller agrees no individual council member, administrative official or representative of Purchaser shall have any personal liability under this Agreement or any document executed in connection with the transactions contemplated by this Agreement. 22.13 Effective Date. If this Agreement is not executed by and delivered to all parties to it on or before July 9, 1999, at 5:00 p.m., this Agreement shall, after that time, be null and void and of no further force and effect and neither party shall have any obligations hereunder. For purposes of calculation of all time periods within which Seller or Purchaser must act or respond as herein described, all phrases such as "the date of this Agreement", "the date of execution of this Agreement" or any other like phrase referring to the date of the Agreement, shall mean and refer to the "Effective Date" of this Agreement. 22.14 Radon Disclosure. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Pursuant to §404.056(8), Florida Statutes. 32 , 3'/23/99 FRI 11:18 FAI 305 854 2323 WEISS SEROTA & RELFMAN •- - j/GG IZJE 11:14 FA1 305 381 0118 T. RAAEIELD J U t- f<ur' ROM"uTeK „rill MIAns ip.n t.4. -A9 : 14>3 1111. 14 F ' ti 1<. e3 Y KL1JCl� { 1.R rtV LIuL1. rmA r`V. Fes, : KEY LAND CO FRK ?C. : 22s 30 ens Jul. 11. 4t1,6-1Y.Bf 12,76 FROM:Vzexect •niTit maw( TRIJOC4aatg37 745 17 17J7 pACC 4rrti r1 1, 1.99'9 411: n P2 Pacg /1: don M � llwwa i oninsaaw a[ 1. ermon= g knit r oiatiocooft.1■! On eat ad 0{s lesrQ , ar Ant� L. to die at n in coming hulk dar re.wi nier ilaesMme dr Adouramic es al Moo' 4R lo aid to dr. t' Odor am ° onatilll k !sit 6�e re�a twainwhat AS ROW Mil .+�ii did awing4Chi aisnragar incznamand 2F -D 411goongrawhillo ono et dap — .rteis lib Aeirani aft tog $ �s as mum aglio OM .4C bo- � ! So. itallsoimm MD maw bolo- omen mg iffigigpe Ixa in, c— o� alionn �' '�" am, • adimukte lei ass vending >rC�a �.4� ��■rr�"c Mims i�. �- trio aarb.ra l�•II• • 0.. it "awn= Inns aori 75.~10* -417 litilieUMMWt.0114 • 11111•1111Prelit 2111 grilLiiiiiil - - -;i1! /Ns aGavOa� inn ti =tinIR 11111111Y "Maria 111.11.0411100Ndfri alba Ma aid. Miff MP b P MM{R �� 's 1003 41003 1,2 CC' 22.15 Waiver of Trial by Jury. SELLER AND PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT NOW OR HEREAFTER EXECUTED AND DELIVERED IN CONNECTION THEREWITH. 22.16 No Negotiation With Other Persons. Seller agrees not to contract to sell or enter into negotiations for the sale of the Property to any person or entity other than Purchaser for so long as this Agreement is in effect. IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed, as of the day and year first above written. Witnesses: 33 SELLER: T omas W efield, as Su cessor Trustee of the Charles G. Rebozc Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: 67cJ-0 Charles Fred Rebozo,' as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: 30 Fri Mary R. B terse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: (c,/,/,) PURCHASER: VILLAGE OF KEY BISCAYNE, a Florida Attest: municipal corporation Village Clerk Approved as to legal form and sufficiency: By: Ccc.c vi( . (.,..4/ Village Attorney By: Name: C. Samuel Ijissinger Title: Vi11ge Manager Date: I -4i al i tglq ESCROW AGENT: Weiss Serota Helfman Pastoriza & Guedes, P.A. By: -,Cc -. 1t (. CL (,c::A, Name: E Co ,A r frt,t . C cDIn '," Title: R „( j Date: '1( 2 2 1,ac( 103032/Agreements/purchase and sale Agreement execution copy 6-28-99 34 EXHIBIT "A" LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2.068 ACRES PARCEL 1 A portion of Tract 4, "MATHESON ESTATES KEY BISCAYNE", according to the plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE", with the East Line of Fernwood Road, as the same is known on the plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50, at Page 64, of the Public Records of Miami -Dade County, Florida; thence Northerly along the East Line of said Femwood Road, being also a circular curve to the right having a radius of 1666.37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203.55 feet to a Point of Compound Curvature; thence Northeasterly and Easterly along a circular curve to the right having a radius of 25.00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36.22 feet to a Point of Tangency, the same being a point on the South Line of West McIntyre Street, as the same is shown on said plat of "TROPICAL ISLE HOMES SUBDIVISION"; thence due East along the South Line of said West McIntyre Street for a distance of 168.46 feet to a point; thence South for a distance of 225.00 feet, to a point on the South Line of said Tract 4 of said "MATHESON ESTATES KEY BISCAYNE"; thence West along the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE" for 205.69 feet to the Point of Beginning Lying and being in Section 5, Township 55 South, Range 42 East, Dade County, Florida. Folio No. 24-4232-001-0061 PARCEL 2 A portion of Tract 4, "MATHESON ESTATES KEY BISCAYNE", according to the plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE", with the West Line of Crandon Boulevard, as same is shown on the Plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50 at Page 64, of the Public Records of Miami -Dade County, Florida; thence Northerly along the West Line of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266.37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 196.92 feet to a Point of Reverse Curvature; thence Northwesterly and Westerly along a circular curve to the left having a radius of 25.00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43.16 feet to a Point of Tangency; thence due West along the South Line of West McIntyre Street, as the same is shown on the aforesaid plat of "TROPICAL ISLE HOMES SUBDIVISION", for a distance of 184.93 feet; thence South for 225.00 feet to a point on the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE"; thence due East along the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE" for a distance of 194.35 feet to the Point of Beginning, lying and being in Section 5, Township 54 South, Range 42 East, Miami -Dade County, Florida. Folio No. 24-4232-001-0060 Elaine M Cohen, Esq Weiss Serota Helfman Pastonza & Guedes, P A 2665 South Bayshore Drive, Suite 420 Miami, Florida 33133 VV ST-1TUTORY F S 689 02 This Instrument Prepared by. Elaine M. Cohen. Esq. Weiss Serota Helfman Pastonza & Guedes, P A 2665 South Bayshore Dnve, Suite 420 Miami. Flonda 33133 Property Appraisers Parcel Identification (Folio) Number(s)• 24-4232-001-0060 and 24-4232-001-0061 Grantee(s) S S #(s): 65-0236174 EXHIBIT "D" (Wherever used herein the terms "first party" and "second parry" shall include singular and plural, heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporanons, wherever the context so admits or requires.) THIS INDENTURE, Made this day of , 1999, Between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, of the County of Miami -Dade, in the State of Florida, parties of the first part, and the Village of Key Biscayne, a Florida municipal corporation, of the County of Miami -Dade, in the State of Florida, whose post office address is 85 West McIntyre Street, Key Biscayne, Florida 33149, party of the second part. Witnesseth, That the said parties of the first part, for and in consideration of the sum of Ten ($10.00) Dollars, to it in hand paid by the said party of the second part, the receipt whereof is hereby acknowledged, have granted, bargained, and sold to the said party of the second part, it successors and assigns forever, the following described land, situate, and being in the County of Miami -Dade, State of Florida, to -wit: See Exhibit "A" attached hereto and made a part hereof. Subject to those matters set forth on Exhibit "B" attached hereto. And the said parties of the first part do hereby fully warrant the title to said land, and will defend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, The said parties of the first part have hereunto set their hand and seal the day and year first above written. Signed, sealed and delivered in the presence of: Witness Signature Printed Name Witness Signature Printed Name Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name STATE OF ) )SS: COUNTY OF ) Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, and not Individually The foregoing instrument was acknowledged before me this day of 1999 by Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) 2 STATE OF ) )SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) STATE OF ) )SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) 103032\agreements\exhibit D rev 3-26-99 3 EXHIBIT "E" BILL OF SALE KNOW ALL MEN BY THESE PRESENTS, that Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended (collectively "Seller"), for and in consideration of the sum of Ten and No/ 100 ($ 10.00) Dollars lawful money of the United States, to it paid by the Village of Key Biscayne, a Florida municipal corporation ("Purchaser"), the receipt whereof is hereby acknowledged, has granted, bargained, sold. transferred and delivered, and by these presents does grant, bargain, sell, transfer and deliver unto the Purchaser, its successors and assigns, the following goods and chattels: All of the tangible personal property of Seller used in connection with or located in, on or at the real property legally described on Exhibit "A" attached hereto (the "Real Property"), and all replacements thereof, including, but not limited to, the property listed on Exhibit "B" attached hereto, excepting therefrom any articles of personal property belonging to tenants occupying the improvements situated on the Real Property. TO HAVE AND TO HOLD the same unto the Purchaser, its successors and assigns forever. AND Seller does, for itself and its heirs, executors and administrators, covenant to and with the Purchaser, its successors and assigns, that Seller is the lawful owner of the said goods and chattels; that they are free from all encumbrances; that Seller has good right to sell the same aforesaid, and that Seller will warrant and defend the sale of said property, goods and chattels hereby made, unto the Purchaser, its successors and assigns against the lawful claims and demands of all persons whomsoever. IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the 1999. Witness Signature Printed Name Witness Signature Printed Name Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name STATE OF ) )SS: COUNTY OF ) Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended The foregoing instrument was acknowledged before me this day of , 1999 by Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) 2 STATE OF COUNTY OF ) )SS: ) The foregoing instrument was acknowledged 1999 by Charles Fred Rebozo, as Successor Trustee under Revocable Trust Agreement dated January 20, personally known to me or who has produced identification. STATE OF ) )SS: COUNTY OF ) before me this day of of the Charles G. Rebozo Revocable Trust 1989, as modified and amended. who is as (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) The foregoing instrument was acknowledged before me this day of 1999 by Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. 103032/agreements/exhibit e bill of sale (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) 3 EXHIBIT "F" FORM OF ASSIGNMENT OF SURVIVING CONTRACTS EXHIBIT "F" ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF SURVIVING CONTRACTS (this "Agreement") is made as of the day of , 1999, by and between Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended (collectively "Assignor"), and the Village of Key Biscayne, a Florida municipal corporation ("Assignee"). RECITALS: A. Assignor and Assignee entered into that certain Purchase and Sale Agreement dated (the "Purchase Agreement"), pursuant to which, among other things. Assignor will sell and Assignee will purchase certain assets of Assignor as more particularly described in the Purchase Agreement. B. In addition to those certain assets which Assignor will sell and Assignee will purchase pursuant to the Purchase Agreement, Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in and to certain of the Assignor's contracts and agreements described on Exhibit "A" attached hereto and incorporated herein by this reference (collectively, the "Surviving Contracts") and Assignee is willing to accept such assignment and assume Assignor's obligations under the Surviving Contracts from and after the date of this Agreement. NOW, THEREFORE, to accomplish such assignment, in consideration of the mutual premises contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The above Recitals are true and correct and are incorporated herein by this reference. 2. Assignor hereby sells, assigns, conveys, sets over and transfers to Assignee all of its right, title and interest in and to the Surviving Contracts. 3. Assignor hereby represents and warrants to Assignee that as of the date of this Agreement (a) the Surviving Contracts are in full force and effect, (b) neither Seller. nor, to the actual knowledge of Seller, any other party to any of the Surviving Contracts. are in default thereunder, and no event or omission has occurred which, with the passage of time or the giving of notice, or both, would constitute a default under the Surviving Contracts, (c) the copies of the Surviving Contracts which have been delivered to Assignee are complete and correct copies of such Surviving Contracts, and (d) Assignor has made all payments and has performed all obligations of Assignor under the Surviving Contracts which have become due or payable by Assignor thereunder on or before the date hereof. 4. Assignee hereby accepts the foregoing assignment and agrees to assume all of Assignor's obligations under the Surviving Contracts which may occur or arise from and after the date of this Agreement. 5. Assignor and Assignee hereby agree and acknowledge that except for the obligations of Assignor under or arising out of the Surviving Contracts from and after the date of this Agreement, Assignee is not assuming any other contracts or agreements under which the Assignor is a party and is not assuming any other liabilities or obligations of the Assignor. 6. This Agreement and the assignment set forth above shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. The parties agree to execute and deliver such further and additional instruments, agreements and other documents and to take such further actions as may be necessary to evidence or carry out the provisions of this Agreement. Assignor further agrees to use its best efforts in obtaining any consents which may be necessary or appropriate to ensure the transfer and assignment of the Surviving Contracts. IN WITNESS WHEREOF, Assignor and Assignee have caused this Agreement to be duly executed as of the day and year first above written. WITNESSES: ASSIGNOR: Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name 2 Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Witness Signature Printed Name Witness Signature Printed Name Mary R. Bouterse, as Successor Trustee [of the Charles G. Rebozo Revocable Trust] under Revocable Trust Agreement dated January 20, 1989, as modified and amended ASSIGNEE: VILLAGE OF KEY BISCAYNE, a Florida Witness Signature municipal corporation Printed Name Witness Signature Printed Name 103032\agreements\exhibi[ 3 By: C. Samuel Kissinger, Village Manager EXHIBIT "G" CERTIFICATION OF NON -FOREIGN STATUS ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees [of the Charles G. Rebozo Revocable Trust] under Revocable Trust Agreement dated January 20, 1989. as modified and amended ("Transferor"), the undersigned hereby certify the following on behalf of the Transferor named below: 1. The Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. The Transferor's U.S. employer identification number is 3. The Transferor's address is: Thomas H. Wakefield, Co -Trustee Charles Fred Rebozo, Co -Trustee Mary R Bouterse, Co -Trustee c/o Olga Guilarte 524 Fernwood Road Key Biscayne, Florida 33149 The Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury we declare that we have examined this certification and to the best of our knowledge and belief, it is true, correct, and complete, and we further declare that we have authority to sign this document on behalf of the Transferor. TRANSFEROR: Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: , 1999 Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: , 1999 Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Date: , 1999 103032\exhibit G certification of Non -Foreign Status EXHIBIT "H" GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT ("Assignment") is made this day of 1999, by Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse. as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, whose address is c/o Olga Guilarte,�524 Fernwood Road, Key Biscayne, Florida 33149 ("Assignor"), in favor of the Village of Key Biscayne, a Florida municipal corporation, whose address is 85 West McIntyre Street, Key Biscayne. Florida 33149 ("Assignee"). RECITALS: A. Assignor has this date conveyed to Assignee the real property described on Exhibit "A" located in Miami -Dade County, Florida attached hereto (the "Real Property") and the improvements located thereon (the "Improvements") (the Real Property and the Improvements together the "Property"). B. In connection with the conveyance of the Property, Assignor and Assignee intend that, to the extent assignable, all of Assignor's right, title, interest, powers and privileges in and under all intangible personal property, guaranties, warranties, permits, licenses, approvals, certificates, plans and specifications, books, records and other matters stated herein pertaining to the Property be assigned and transferred to Assignee. NOW THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor, to the extent assignable, hereby assigns, conveys, transfers and sets over to Assignee the following: 1. All of Assignor's right, title, interest, powers, and privileges in, to and under all of the intangible personal property used in connection with or relating to the ownership, use, development, operation, management, occupancy or maintenance of the Property. 2. All of Assignor's right, title, interest, powers and privileges in and to all public and private contract rights and development or usage rights of Assignor with respect to the Property. 3. All of Assignor's right, title, interest, powers and privileges in and to (i) the "as built" plans and specifications used in the construction of the buildings and other Improvements located on the Real Property (including driveways, walkways, landscaping and mechanical, electrical and plumbing systems) and (ii) all books, records and documents relating to the ownership, use. development, operation, management, occupancy or maintenance of the Property. 4. All of Assignor's right, title, interest, powers and privileges in, to and under all of those existing guaranties, warranties and indemnities from any person, party or entity relating. to the Property. 5. All of Assignor's right, title, interest, powers and privileges, to the extent permitted by law, in and under any notices of completion, environmental and utility permits and approvals. licenses, permits, authorizations, consents, variances, waivers, use, occupancy and operating permits and licenses, and all other permits, approvals, and certificates obtained in connection with the use, occupancy and operation of the Property, from any federal, state, county, municipal or other governmental or quasi -governmental body, agency, department, board, commission, bureau or other entity or instrumentality. To the extent such interests and items are assignable, Assignor has good right. title and authority to assign, convey, transfer and set over to Assignee the interests and items set forth above. IN WITNESS WHEREOF, Assignor has executed this General Assignment as of the date set forth above. Signed, sealed and delivered in the presence of: Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Witness Signature Printed Name Witness Signature Printed Name STATE OF ) )SS: COUNTY OF ) Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended The foregoing instrument was acknowledged before me this day of , 1999 by Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) STATE OF ) )SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) STATE OF ) )SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 1999 by Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended, who is personally known to me or who has produced as identification. (Signature of person taking acknowledgment) (Name of acknowledger typed, printed or stamped) (Title or rank) (Serial number, if any) 103032\agreements\exhibit H general assignment Form A140 Commercial Lean EIlcktbt t- COMMERCIAL LEASE This lease is made between KEY LAND COMPANY, INC. - 524 FERMiOOD RP�1D KL? BISCAYNF greet call u�or, INDUSTRIAL WASTE SERVICE, INC, herein called I.rsw. Lessee hereby offers to lease from Lessor the, premises situated in t'►e City of Key 6 i scayne County of Dade State of Florida , dcscribcd as West side of parking lot on Mclnt re s�tr bet Crandon and F rnwood Road , upon' the fdllolving TERI`vIS and CONDITIONS: 1. Term and Rent. Lessor demisesF be above premises for a term of month to month commencing £ j1., I. 19 95 and terminating on month to month or sooner as provided herein at the .m t h rental of TWO THOUSAND DOLLARS . 6. S FLA . SALES TAX Dollars (S 2,130.00 , payable ►n equal ►r,stau first ►n duvance on the first day of each month for that month's rental, during the term of this least. All rental payments shall be made to Lessor, at the addre.ss specified above. 2. Use. Lessee shalt use and occupy the premises for installation of recycling receptacle approx. 20' X 8' • The premises shall be used for no other purpose. Lessorrepresents that the premises may lawfully be used for such propose. 3. Care and Maintenance of Premises. Lessee acknowledges that the premises are.in good order and repair, unless otherwise indicated herein. Lessee shall, at his own expense and at all times, maintain the premises in good and safe condition, including plate glass, elecu►cai wtrtng, plumbing and heating installations and any other system or equipment upon the premises a ,d shall surrender the same, at termination hereof, in as good condition as received, normal wear and tear excepted Lessee shall be responsible for ail repairs required. Lessee shall also Maintain In good conditicn such portions adjacent to the premises, such as sidewalks. driveways, lawns and shrubbery, which would otherwise be required to be maintained by Lessor. 4. Alterations. Lessee shall not. without first obtaining the writt:n consent of Lessor•_make any alterations, additions, or improvements, in, to or about the premises 5. Ordinances and Statutes. Lessee shall comply with all statutes, oroinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter bean force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee. f+. Assignment and Subletting. Lessee shall not assign this lease or sublet any portion of the premises without prior written consent of the Lessor, which shall not be t;ueasonably withheld. Any such assignment or subletting without consent shall be void and, at the option .)f the Lessor. may terminate this lease. ' ' 7. Utilities. All applications and connections for necessary utility s:rvices on the demised premises shall be made in the name of Lessee only, and Lessee shall be solely table 'or utility charges as they become due, including those for sewer, water. gas. electricity. and telephone services 11. Entry and Inspection. Lesser shall permit Lessor or Lessor's agents to enter upon the premises at reasonable times and upon reasonable notice, (or the purpose of inspecting t,` a same. and will permit Lessor at any time within sixty (60) days prior to the expiration of this lease.:o pace upon the premises any usual "To Let" or "For Lease" signs, and permit persons desiring to lease the s.3•^:c to rspect the premises thereafter. f . Possession. I( Lessor is unable to deliver possession of the premix es at the commencement hereof. Lessor shall not be liable for any damage caused thereby, nor shall this.lea,c be void or voidable, but Lessee shall not be liable for any rent until possession is delivered. Lessee may tc-rninate this lease if possession is not delivered within days of the commencement of the term hereof. 1 1. Indemnification of Lessor. Lessor shall not be liable for any da-nage or injury to Lessee. or any other person, or to any properly, occurring on the demised premises er any part thereof. and Lessee agrees to ►.nt,t 1 rssnr harmless from any claims for damages, no matter ho» :=ised 1 7„.. Eminent Domain. If thc premises or any pan tncrw► a.., building materially affecting Lessee's use of the premises, shall bc taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any pan of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses. 13. Destruction of Premises.' In the event of i1 partial destruction of the premises during thc term hereof, from any cause, Lessor shall forthwith repairTe same, provided that such repairs can bc made within sixty (60) days under existing governmenl.al• laws and regulations, but such partial destruction shall not terminate this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs arc being made, based upon thc extent to which the making of such repairs shall interfere with the business of Lessee on the premises. If such repairs cannot be made within said sixty (60) days, Lessor, at his option, may make the same within a reasonable time, this tease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot bc made within sixty (60) days, this lease may be terminated al the option of either party. In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement costs thereof, Lcssor may elect to terminate this lease whether thc demised premises be injured or not. A total destruction of the building in which the premises rhay bc situated shall terminate this least 14. Lessor's Remedies on Default. If Lessee defaults in the payment of rent, or any additional rent, or defaults in the performancc of any of the other covenants or conditions hereof, Lessor may give Lessee notice of such default and if Lessee does not curt any such default within days, after the giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Lcsscc does not commence such curing within such days and thcrcaftcr.procccd with reasonable diligence and in good faith to cure such default), then Lessor may terminate this lease on not less than days' notice to Lessee. On the date specified in such notice the term of this lease shall terminate, and Lessee shall then quit and surrender the premises to Lessor, but Lcsscc shall remain liable as hereinafter provided. If this lease shall have been so terminated by Lessor, Lessor may at any time thereafter resume possession of the premises by any lawful means and remove Lessee or other occupants and their effects. No failure to enforce any term shall be deemed a waiver. 15. ccurij Deposit. Lessee shall deposit with Lcssor on the signing of this lease the sum of ONE SAND FIVE HUNDRED Dollars (5 1, 500.00 ) as security for the performance of Lessee's obligations under this lease, including without limitation the surrender of possession of the premises to Lessor as herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at ail times during the term of this least. 16. Tax Increase. In the event there is any increase during any year of the term of this lease in the City, County or State real estate taxes over and above the amount of such taxes asscsscd for the tax year during which thc term of this tease commences, whether because of increased rate or valuation, Lcsscc shall pay to Lcssor upon presentation of paid tax bills an amount equal to % of thc increase in taxes upon the land and building in which the leased premises arc situated. In the event that such taxes arc asscsscd for a tax year extending beyond the term of the lease, the obligation of Lessee shall bc proportionate to the portion of the lease term included in such year. 17. Common Arco Expenses. In the event the demised premises arc situated in a shopping center or in a commercial building in which theregare common areas, Lessee agrees to pay his pro -rata share of maintenance. taxes, and insurance for the common arca. 18. Attorney's Fees. In case suit should bc brought for recovery of the premises, or for any sum duc hereunder, or bccausc of any act which may arise out of the possession of the premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attomey's rec. 19. Notices. Any notice which either party may or is required to give, shall bc given by mailing thc same, postage prepaid, to Lcsscc at the premises, or Lessor at the address shown below, or at such other places as may be designated by thc parties from time to time. 20. Heirs, Assigns, Successors. This lease is binding upon and inures to the benefit of thc heirs, assigns and successors in interest to the parties. '"2'1-r=0.Ation-to-R --ahall-have-t14 11on•ada-un lla lsaaa (vaaA-additionalfauna ,' Ito --- --expiration of tho initial-loasaaarm,=A11'ofahastcafis-and-conditions of ' —term-oxoep4-that-t . mOn& iy4eaa.tha . , a ,.,r., ...rxexciud.by-ws • • ' _ . _• da . -Q iration-of -the--- -.- ,^•*,-31-nnd o-tr"ts-Apt..given-in-flee-rnanner-paeuidtd-•tierun-witlun-ths-time-6 " P o r t o A 1 4 0 C o m m e r c i a l L e a s e ' C O M M E R C I A L L E A S E T h l , l e a s e i s m a d e b e t w e e n P E D R O O R R E G O " K E Y L A N D C O t V A N Y , I N C . - 5 2 4 F E R N W O O D S A D K E Y B I S C A Y N E h e r e i n c a l l c s t o r , " , h e r e i n c a l l e d L e s s e e L e s s e e h e r e b y o f f e r s t o ! c a s t f r o m L e s s o r t h e p r e m i s e s s i t u a t e d i n t h e C i t y o f K e y B i s c a y n e . . C o u n t y o f D a d e , S t a t e o f F l o r i d a , d e s c r i b e d a s 2 0 W . M c I n t y r e S t r e e t , u p o n t h c . f o l l o w i n g T E R M S a n d C O N D I T I O N S : 1 . T e r m a n d R c n t . L e s s o r d e m i s e s t h e a b o v e p r e m i s e s o n a m o n t h t o m o n t h b a s i s . c o m m e n c i n g A P R I L , 1 s t . , 1 9 9 7 i " . a t t h e m o n t h l y . r e n t a l o f O N E T H O U S A N D F I V E U U N D + 6 , 5 1 F L A . S A L E S T A X D o l l a r s ( S 1 , 5 9 7 . 5 p , p a y a b l e i n e q u a l i h s t a u n e n i n u u v a n c e o n t h c f i r s t d a y o f e a c h m o n t h f o r t h a t , r p o n t h s r e n t a l , d u r i n g t h e t e r m o f t h i s l e a s e . A U r e n t a l p a y m e n t s s h a l l b c m a d e t o L e s s o r , a t t h e a d d r e s s s p e c i f i e d a b o v e . . L e s s o r r e s e r v e s t h e r i g h t t o r a i s e t h e r e n t a t a n y t i m e g i v i n g T e s s e e o n e ( 1 ) m o n t h n o t i c e . 2 . U , l e , , , i c s s c c s h a l l u s e a n d o c c u p y t h e p r e m i s e s f o r D R Y C L E A N E R S / L A U N D R Y D R O P O F F S T A T I O N U ��t ��1 . T h e p r e m i s e s s h a l l b c u s e d f o r n o o t h e r p u r p o s e . L e s s o r ' r e p r e s e n t s t h a t t h e p r e m i s e s m a y l a w f u l l y b e u s e d f o r s u c h p u r p o s e . 3 . C a r e a n d M a i n t e n a n c e o f P r e m i s e s . L e s s e e a c k n o w l e d g e s t h a t t h e p r e m i s e s a r c . i n ' g o o d o r d e r a n d r e p a i r , u n l e s s o t h e r w i s e i n d i c a t e d h e r e i n . L e s s e e s h a l l , a t h i s o w n e x p e n s e a n d a t a l l t i m e s , m a i n t a i n t h e p r e m i s e s i n g o o d a n d s a f e c o n d i t i o n , i n c l u d i n g p l a t e g l a s s , e l e c t r i c a l w i r i n g . p l u m b i n g a n d h e a t i n g i n s t a l l a t i o n s a n d a n y o t h e r s y s t e m o r e q u i p m e n t u p o n t h e p r e m i s e s a n d s h a l l s u r r e n d e r t h e s a m e , a t t e r m i n a t i o n h e r e o f , i n a s g o o d c o n d i t i o n a s r e c e i v e d , n o r m a l w e a r a n d t e a r e x c e p t e d . L e s s e e s h a l l b c r e s p o n s i b l e , f o r a l l r e p a i r s r e q u i r e d , * L e s s e e s h a l l a l s o m a i n t a i n i n g o o d c o n d i t i o n s u c h p o r t i o n s a d j a c e n t t o t h e p r e m i s e s , s u c h a s s i d e w a l k s , d r i v e w a y s , l a w n s a n d s h r u b b e r y , w h i c h w o u l d o t h e r w i s e b e r e q u i r e d t o b c m a i n t a i n e d b y L e s s o r . . 4 . A l t e r a t i o n s . L e s s e e s h a l l n o t . w i t h o u t f i r s t o b t a i n i n g t h e w r i t t e n c o n s e n t o f L e s s o r , m a k e a n y a l t e r a t i o n s , a d d i t i o n s . o r i m p r o v e m e n t s , i n . t o o r a b o u t t h e p r e m i s e s . 5 . O r d i n a n c e s a n d S t a t u t e s . L e s s e e s h a l l c o m p l y w i t h a l l s t a t u t e s , o r d i n a n c e s a n d r e q u i r e m e n t s o f a l l m u n i c i p a l , s t a t e a n d f e d e r a l a u t h o r i t i e s n o w i n f o r c e , o r w h i c h m a y h e r e a f t e r b c l n f o r c e , p e r t a i n i n g t o t h e p r e m i s e s , o c c a s i o n e d b y o r a f f e c t i n g t h c u s e t h e r e o f b y L e s s e e . 6 . A s s i g n m e n t a n d S u b l e t t i n g . L c s s c c s h a l l n o t a s s i g n t h i s l e a s e o r s u b l e t a n y p o r t i o n o f t h e p r e m i s e s w i t h o u t p r i o r w r i t t e n c o n s e n t o f t h e L e s s o r , w h i c h s h a l l n o t b e u n r e a s o n a b l y w i t h h e l d . A n y s u c h a s s i g n m e n t o r ' s u b l e t t i n g w i t h o u t c o n s e n t s h a l l b e v o i d a n d , a t t h e o p t i o n o f t h e L e s s o r , m a y t e r m i n a t e t h i s l a s t . ' " ; y 7 . U t i l i t i e s . A l l a p p l i c a t i o n s a n d c o n n e c t i o n s f o r n e c e s s a r y u t i l i t y s e r v i c e s o n t h e d e m i s e d p r e m i s e s s h a l l b c m a d e i n t h e n a m e o f L e s s e e o n l y , a n d L e s s e e s h a l l b e s o l e l y l i a b l e f o r u t i l i t y c h a r g e s a s t h e y b e c o m e d u e , i n c l u d i n g t h o s e f o r s e w e r , w a t e r , g a s , e l e c t r i c i t y , a n d t e l e p h o n e s e r v i c e s . 8 . E o t r y a n d I n s p e c t i o n . L e s s e e s h a l l p e r m i t L e s s o r o r L e s s o r ' s a g e n t s t o e n t e r u p o n t h e p r e m i s e s a l r e a s o n a b l e t i m e s a n d u p o n r e a s o n a b l e n o t i c e . f o r t h e p u r p o s e o f i n s p e c t i n g t h e s a m e , a n d w i l l p e r m i t L e s s o r a t a n y t i m e w i t h i n s i x t y ( 6 0 ) d a y s p r i o r t o t h e e x p i r a t i o n o f t h i s l e a s e , t o p l a c e u p o n t h e p r e m i s e S a n y u s u a l T o L e t ' o r ' F o r L e a s t " s i g n s , a n d p e r m i t p e r s o n s d e s i r i n g t o l e a s t t h c s a m e t o i n s p e c t t h e p r o m i s e s t h e r e a f t e r . 9 . P o s s e s s i o n . I f L e s s o r i s u n a b l e t o d e l i v e r p o s s e s s i o n o f t h c p r e m i s e s a t t h e c o m m e n c e m e n t h e r e o f , L e s s o r s h a l l n o t b c l i a b l e f o r a n y d a m a g e c a u s e d t h e r e b y , n o r s h a l l t h i s l e a s e b c v o i d o r v o i d a b l e , b u t L e s s e e s h a l l n o t b e l i a b l e f o r a n y r e n t u n t i l p o s s e s s i o n i s d e l i v e r e d . L e s s e e m a y t e r m i n a t e t h i s l e a s e i f p o s s e s s i o n i s n o t d e l i v e r e d w i t h i n d a y s o f t h e c o m m e n c e m e n t o f t h e t e r m h e r e o f . 1 0 . I n d e m n i f i c a t i o n o f L e s s o r . L e s s o r s h a l l n o t b e l i a b l e f o r a n y d a m a g o o r i n j u r y t o L e s s e e , o r a n y o t h e r p e r s o n , o r t o a n y p r o p e r t y , o c c u r r i n g o n t h e d e m i s e d p r e m i s e s o r a n y p a r t t h e r e o f , a n d L e s s e e a g r e e s t o h o l d L e s s o r h a r m l e s s f r o m a n y c l a i m s f o r d a m a g e s . n o m a t t e r h o w c a u s e d . 1 1 t n s u r a n c c . L e s s e c , a t h i s e x p e n s e . s h a l l m a i n t a i n p l a t e g l a s s a n d p u b l i c l i a b i l i t y i n s u r a n c e i n c l u d i n g t a n d L e s s o r w i t h m i n i m u m c o v e r a g e a s f o l l o w s : 12. Eminent Domain. If the premises or any part thereof or any elate tnercln, w ay' building materially affecting Lessee's use of the premises, shall be Laker by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The refit, and any additional rent, shall be apportioned•as of the termination date, and any rent paid for any perio,: beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such t:. king or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvemcn s owned by Lessee, and for moving expenses. 13. Destruction of Premises. In the event of it partial destructs m of the premises during the term hereof. from any cause. Lessor shall forthwith repair The same, provided that such repairs can be made within sixty (60) days under existing governmental laws and regulations, b:.t such partial destruction shall not terminate this lease. except that Lessee shall be entitled to a proportional.: reduction of rent while such repairs arc being made, based upon the extent to which the making of such repa:: s shall interfere with the business of Lessee on the premises. If such repairs cannot be made within said SI cry (60) days, Lessor, at his option. may make the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that Lessor shall not elect to make such repairs which cannot be made within sixty (60) days, this tease may be terminated at the option of either party. In the event that the building in which the demised premises may be situated is destroyed to ..n extent of not less than one.third of the replacement costs. thereof, Lessor may elect to terminate this leas: whether the demised premises be injured or not. A total destruction of the building in which the premise, may be situated shall terminate this • lease 14. Lessor's Remedies on Default. It Lessee defaults in the payment of rent, or any additional rent, or defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of such default and if Lessee does not cure any such default within days. after the giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Lessee does not commence such curing within such days and thereafter proceed with reasonable diligence and in good faith to cure such default), then L :ssor may terminate this lease on not less than days' notice to Lessee. On the date specified in such notice the term of this lease shall terminate. and Lessee shall then quit and surrender the premises to :_essor, but Lessee shall remain liable as hereinafter provided. If this lease shall have been so terminated 3y Lessor. Lessor may at any time thereafter resume possession of the premises by any lawful means and r; move Lessee or other occupants and their effects. No failure to enforce any term shall be deemed a waiver. 1 S. Security Deposit. Lessee shall deposit with Lessor on the sigr ing of this lease the sum of ON.E THOUSAND DOLLARS Dollars (S 2, 000.00 ) as security for the performance of Lessee's c bligations under this lease, including without limitation the surrender of possession of the premises to Lessor is herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on der.iand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times luring the term of this lease. 16. Tax Increase. In the event there is any increase during any yea; of the term of this lease in the City. County or State real estate taxes over and above the amount of such t: xes assessed for the tax year during which the term of this lease commences, whether because of increased -ate or valuation, Lessee shall pay to Lessor upon presentation of paid tax bills an amount equal to % of the increase in taxes upon the land and building in which the leased premises arc situated. In the event that such taxes arc assessed for a tax year extending beyond the term of the lease. the obligation of Lessee shalt be proportionate to the portion of the lease term inclbded in such year. 17. Comma.- Area Expenses. In the event the demised premises are situated in a shopping center or in a •commereh0 building in which there pre common areas. Lessee agrees to pay his pro.rata share of maintenance, taxes, and insurance for the common area. 18. Attorney's Fees. In case suit should be brought for recovery if the premises. or for any sum due hereunder, or because of any act which may arise out of the possession, of the premises, by either parry. the prevailing party shall be entitled to all costs incurred in connection with such action. including a reasonable auomey's tee. 19. Notices. Any notice which either party may or is required to give, shall be given by mailing the same. postage prepaid, to Lessee at the premises, or Lessor at the address shown below. or at such other places as may be designated by the parties from time to time. 20. Heirs, Assigns, Successors. This lease is binding upon, and inures to the benefit of the heirs, assigns and successors in interest to the parties. --shall.# lease fora —expiration of the initial -tease {erita`=A:1i-of•th a n d -condition sot —t -._(_ays—p - .�.•:A wrtin-wit1 .T BFI Waste Systems_ SUN BANK/MIAMI N.A. s,gar„raoasEesrs eemerwss INDUSTRIAL WASTE SERVICES 3840 NW 3TTH COURT MIAMI FL 33142 PAY TO THE ORDER OF TKEY LAND COMPANY 524 FERNWOOD ROAD KEY BISCAYNE, FLORIDA 33149 • VOID AFTER 90 C AYS AMOUNT $ 6,390.00 OUAL SIGNATURES ARE !EOUIREO FOR AMOUNTS IN EXCESS OF SI OCO "0000S 3" 1:0 6 600060 41: 0 28 500 '.00? SO 5" 1456 DADE COUNTY PayIonBank(hM)N.A.,ank(el hi. PA 3840 NW 37TH COUR1 Payable through Mellon Bank (D� N.A., Wilmington, DE MIAMI FL 33142 Browning -Ferris Services A SUBSIDIARY OF BROWNING -FERRIS INDUSTRIES P O UOX 315, HOUSTON. TEXAS 7'253 PAY SIX THOUSAND THREE HUNDRED NINETY AND NO/100 DOLLARS Yt Ti) • tordhe 1456 0 KEY LANG COMPANY, INC 524 FERNWOOD ROAD KEY BISCAYNE, FL 33149 n`6L?3L26" 1:03I.L0004?1: -1z3Ar. f - F?t'r—.2/Jo.00 rr Sri �l3o. CO -ajJo. oc3 394- 00 CHECK NUMBER 09-6173126 524 311 6173126 05/03/95 6r340.0n JI VOID AFTER 90 DA' 2.119 2 7 0??" 'Mx AVg— .; /.�o - _ ,.So: • • • ' - • May 6, 1998 KEY LAND COMPANY, INC 524 FERNWOOD RD KEY BISCAYNE, FL 33149-1842 Re: Notice of Centralized Accounts Payable New Address for Submitting Invoices Dear Accounts Receivable Manager: In an &fort to improve service to our suppliers, 311 has central:zed ouf accounts payable process. Tc, facilitate this effort, we are requesting all invoices be mailed direcly to a new post office box in Houston, Texas. Our accounts payable process requires that you, our supplier, include the plant number and purchase order number on each invoice. If you receive an order without a purchase order number please contact the BFI employee responsible for placing the order and request a number be provided to you. Invoices without the plant number and purchase order number can anticipate a substantial delay in payment. Please share BFI's new requirements with all your employees •nvolved in your order taking process. Effective immediately, please send all invoices to the New Mailing address as listed below: Service/Delivery Address New Mailing Address BFI -District # 1456-00 3840 NW 37th Court Miami, FL 33142 BFI-Plarit #0426 P.O. Bo : 4396 Houstor , TX 77210 This address change is for this service/delivery address only. If your company conducts business with multiple BFI plant locations please continue to send invoices to the current address until you receive notification of the specific plant's change. Over time all of BFI locations will have their invoices redirected however, they may not be directed to the same post office box al stated above. You may contact our call center at (713) 548-5000 if you would like to inquire as to the payment status of an invoice. If you have a question regarding an invoice prior to this address change, please call your BFI contact at the appropriate location. Thank you for your cooperation. If you have any questions regarding this change, please contact a member of the Vendor Master Data Team, Melanie Lim at (281) 584-8733 or Sheryl Westbrook at (281) 584-8075. We look forward to working with you. Sincerely, Allison Dunlap Process Leader Master Data Procurement through Payment Team (281) 584-5103 CC: District Vice President Maintenance Manager AD/ml Corporate Office • 757 North Eldridge Parkway, • P.O. Box 3151 (77253) • Houston, Texas 77079 Phone 281-810-5103 • Fax 281-679-: 146 - 4/99 TUE 11:14 FAI 305 381 0118 T.WARTILLD V V V 2 oV3 zit 1 JUL-20-1*9 10, 14 PM0m1UICK F iclJe'1 t.YtlTCLt FAd 1 = KEY LW) CO 4 W. -1y-99 13 19 ?RQN : u l we're SMITH M!AM1 r r+� N.J. • 10, 3014, tcJ ' JC 74 5 PAC -au.. J. i. oa �U.J•{��� ri Fwc N0. : ]f,5 0299 Jul. 19 ].99'9 O1:38P i P2 aMITM WHIM( 1DIA1,4 461917 PAC 3!.1 ineadirda. This ¢ 2' � ` �diateeded lbIif m da ap�t�q� moo! b � �� a! �� �J�► c at � �7� a *mini invalidWag DC the butpin bowies is. Mt do soar a an Seyivareg Dr meatimusbiligy fee ism does LW treft, erma' MU to dIC of asua SOUlde q 4 afbrr Ur ai� e+l AEU e!' deft �d Sat rum wit On caducei to dm mob poloitgod S mt be i pd any. twin in galt by bib Wenn& 221 agefferasar So d °� a� at it a OE MINIka *rift Net_ is+ . arc pov ma be '� ire bosh, ant ifrd m, coat ECM �v igh SW. aglivapts. If my dun wwibi Apiombotilafit¢s6a igin7 lillth4Cammii. rum it dilemma= lams Agaimig. 0W1111 4. .ries ons or row".... Zi rr UT ,.____ .-'5=77 opa w`e■e� de 1. rolOT i ie 77.r= e* �.� Arc.�c Ord — 44 Radon ae a rata* =MAK lotge i*a a �IioefO� my er r A.m. � � . MM:..a it. Ad�.aw3a 19s 96_ '_� `t:ar� �....4 _ 0 wilitigs a amid& Madam isfalowies adol. *r"" _ aqa be &Mg �i1.."`g is ,. at a1a4 t orris 1 EXHIBIT "J" FORM OF ASSIGNMENT OF LEASES AND SECURITY DEPOSITS EXHIBIT "J" ASSIGNMENT OF LEASES AND SECURITY DEPOSITS Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended ("Assignor"), in consideration of the sum of Ten and No/ 100 Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to the Village of Key Biscayne, a Florida municipal corporation ("Assignee"), all of Assignor's right, title and interest in and to the leases identified on Exhibit "B" hereto (the "Leases"), including any and all security deposits thereunder, with respect to the real property legally described on Exhibit "A" attached hereto (the "Property"). Pursuant to this Assignment, Assignor is not assigning to Assignee nor is Assignee assuming any of the commitments, covenants, obligations and liabilities of Assignor under or by virtue of the Leases which arose or were performable prior to the effective date hereof. IN WITNESS WHEREOF, Assignor has executed has executed this Assignment as of the day of , 1999, which Assignment is effective this date. ASSIGNOR: Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Witness Signature Printed Name Thomas H. Wakefield, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Charles Fred Rebozo, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended Mary R. Bouterse, as Successor Trustee of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended 103032\agreements\exhibit j EXHIBIT "B" LEASES 1. Commercial Lease between Key Land Company, Inc., as Lessor, and Pedro Orrego, as Lessee, dated April 1, 1997. 2. Commercial Lease between Key Land Company, Inc., as Lessor, and Industrial Waste Service, Inc., now known as BFI, as Lessee, dated February 1, 1995. This instrument was prepared by and record and return to: Elaine M. Cohen, Esq. Weiss Serota Helfman Pastoriza & Guedes, P A. 2665 S. Bayshore Drive Suite 420 Miami. Florida 33133 EXHIBIT "K" NAME DISPLAY COVENANT This Name Display Covenant dated Key Biscayne, a Florida municipal corporation (the "Village"). RECITALS: is made by the Village of WHEREAS, the Village is the owner of the real property described in the attached Exhibit "A" (the "Real Property"). WHEREAS, on the date hereof, the Village purchased the Real Property from Thomas H. Wakefield, Charles Fred Rebozo and Mary R. Bouterse, as Successor Trustees of .the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended (collectively the "Seller"); and WHEREAS, in connection with the purchase of the Real Property by the Village from Seller, Purchaser agreed to place this Name Display Covenant on the Real Property and restrict the Real Property as hereinafter set forth. NOW, THEREFORE, for valuable consideration, the Village covenants and agrees as follows: 1. The Village agrees that the name of "C . G. 'Bebe' Rebozo" shall be displayed on a sign or monument meeting the requirements hereinafter set forth in this Name Display Covenant, engraved or displayed by other means (the "Name Display") on one of the primary municipal buildings intended to be constructed by the Village at the Real Property (i.e., by means of example only and not by means of limitation, a fire station, community center, police station or Village Hall) or, if a primary municipal building is not constructed at the Real Property, then at the courtyard or plaza intended to be located at the Real Property. The Name Display shall not be placed on such primary municipal building, courtyard or plaza until construction and completion thereof and shall be subject to cessation for reasonable periods of time by reason of force majeure, acts of god, fire or other casualty, repairs, restoration, renovation, alteration or causes beyond the control of the Village. 2. Notwithstanding anything to the contrary contained in this Name Display Covenant, if, after construction and completion of the primary municipal building, courtyard or plaza where the Name Display is located, such primary municipal building, courtyard or plaza is wholly or partially destroyed and the Village does not elect to rebuild, restore or repair such primary municipal building, courtyard or plaza, then the Village shall not be obligated to replace the Name Display thereon. 3. The minimum size of the Name Display shall be twenty-four (24) square feet (the "Required Minimum Size"). 4. If the Name Display is placed on a primary municipal building constructed at the Real Property, then the Name Display shall be visible from the front entrance of such primary municipal building (the "Building Visibility Requirement"). 5. If a primary municipal building is not constructed by the Village at the Real Property and the Name Display is placed at the courtyard or plaza intended to be located at the Real Property, then the Name Display shall be placed in a prominent location at such courtyard or plaza (the "Courtyard/Plaza Visibility Requirement"). 6. Provided that the Name Display is the Required Minimum Size and the Building Visibility Requirement or Courtyard/Plaza Visibility Requirement, as applicable, is met, the size, location, lettering and design of the Name Display shall be determined and selected by the Village in its sole discretion. 7. This Name Display Covenant shall encumber the Real Property only for so long as the Village owns the Real Property. This terms, covenants, restrictions and provisions of this Name Display Covenant shall automatically terminate and become null and void on the date that the Property is no longer owned by the Village. 8. This Name Display Covenant is given for the benefit of Seller and may be enforced by Seller or the successor trustees of the Charles G. Rebozo Revocable Trust under Revocable Trust Agreement dated January 20, 1989, as modified and amended (the "Successor Trustees"). This Name Display Covenant may only be modified, rescinded or amended in whole or in part by an instrument executed by (i) the Village and (ii) Seller or the Successors Trustees. IN WITNESS WHEREOF, the Village has caused this instrument to be executed as of the day and year first above written. Witnesses: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation Print Name: By: Print Name: C. Samuel Kissinger, Village Manager STATE OF FLORIDA )SS COUNTY OF MIAMI-DADE The foregoing Name Display Covenant was acknowledged before me this day of by C. Samuel Kissinger, as Village Manager of the Village of Key Biscayne, a Florida municipal corporation, in the capacity aforestated; such person is personally known to me or has produced a driver's license as identification. Notary Public, State of Florida My Commission Expires: 103032\agreements\name display covenant -6-28-99 EXHIBIT "A" LEGAL DESCRIPTION OF PARCELS 1 AND 2 CONTAINING A TOTAL OF APPROXIMATELY 2.068 ACRES PARCEL 1 A portion of Tract 4, "MATHESON ESTATES KEY BISCAYNE", according to the plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE", with the East Line of Fernwood Road, as the same is known on the plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50, at Page 64, of the Public Records of Miami - Dade County, Florida; thence Northerly along the East Line of said Fernwood Road, being also a circular curve to the right having a radius of 1666.37 feet and a central angle of 06 degrees 59 minutes 56 seconds for an arc distance of 203.55 feet to a Point of Compound Curvature; thence Northeasterly and Easterly along a circular curve to the right having a radius of 25.00 feet and a central angle of 83 degrees 00 minutes 04 seconds for an arc distance of 36.22 feet to a Point of Tangency, the same being a point on the South Line of West McIntyre Street, as the same is shown on said plat of "TROPICAL ISLE HOMES SUBDIVISION"; thence due East along the South Line of said West McIntyre Street for a distance of 168.46 feet to a point; thence South for a distance of 225.00 feet, to a point on the South Line of said Tract 4 of said "MATHESON ESTATES KEY BISCAYNE"; thence West along the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE" for 205.69 feet to the Point of Beginning Lying and being in Section 5, Township 55 South, Range 42 East, Dade County, Florida. Folio No. 24-4232-001-0061 PARCEL 2 A portion of Tract 4, "MATHESON ESTATES KEY BISCAYNE", according to the plat thereof, as recorded in Plat Book 34 at Page 34, of the Public Records of Dade County, Florida, being more particularly described as follows: Begin at the intersection of the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE", with the West Line of Crandon Boulevard, as iazne is shown on the Plat of "TROPICAL ISLE HOMES SUBDIVISION", as recorded in Plat Book 50 at Page 64, of the Public Records of Miami - Dade County, Florida; thence Northerly along the West Line of the aforesaid Crandon Boulevard and along a circular curve to the right having a radius of 1266.37 feet and a central angle of 08 degrees 54 minutes 34 seconds for an arc distance of 1.96.92 feet to a Point of Reverse Curvature; thence Northwesterly and Westerly along a circular curve to the left having a radius of 25.00 feet and a central angle of 98 degrees 54 minutes 34 seconds for an arc distance of 43.16 feet to a Point of Tangency; thence due West along the South Line of West McIntyre Street, as the same is shown on the aforesaid plat of "TROPICAL ISLE HOMES SUBDIVISION", for a distance of 184.93 feet; thence South for 225.00 feet to a point on the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE"; thence due East along the South Line of said Tract 4 of "MATHESON ESTATES KEY BISCAYNE" for a distance of 194.35 feet to the Point of Beginning, lying and being in Section 5, Township 54 South, Range 42 East, Miami -Dade County, Florida. Folio No. 24-4232-001-0060 k .P1 = 1.H1•1KLL 1- KLUtk 1 LK KLUULU r Hit NU. . JUD bbU ', 1ei r JUL. 17 1777 u.) . corn 1-1 FROrt = KEY LAND CO FRX NO. : 305 365 0999 Ju 1. 19 1999 61: 32Pri P2 JUL-za-59 12:la PPOU.w2CRRR *AIM MIAMI IDa30sQ.c9l557 PAC 3. 4 2' Pantinad is _led To bs codY ibioa Mime =at lss, ff�, wx�liff n Of 66 is �c� NNOna. sd basis of the berpio • bat west d AI fay Amos Or eire leadial mow arm �d �, ds . bat to ti ' -ry �' cos. ee provision to mbar as cootainod doss not desnoy se be mew theedby. bat �'° waned pro to i _ or A �'�°e�aot stl MW meat pecisinol by War, Moda eR Aut by ibis Wenn= a aai atuctied ip Ibis Ainoemear Ste bilbwpocated XS maragicsai. la lb mita with* bait OrlIW WIWI* DIOngiA110. Ms swan*. pay she be eutddid co :mom sanionablo cans, er m map' °° ig. bot , im or � , ammo do bide Alt rimed ,0. Me an llaysikis lesals. imtecd m. east ooas and sea d- um tbmgh 2241b with s- me. , 8maeac ran dig a die d kr iamis Agawamdab fail �i• 1aav See Is da so 4 Ai as� r ill. Ziajaprimart,.ran is stile maw ia ads Airmails. sou ibothmidisuctimiimm_ Sede Mods as i atto Goma �t doe is , dr a.. s « of Pamt.,� , u,,. agewidimid - XI 2343 lagrins, If ibb Avesintst la ma szcsand QS' w -' s below My * II tsr`e by eg, by deJ� s °gam forma et ati w >wl� &� or ° 'msaa Felthanc ow ass or w this Agowtombe Or WV OW Sr safer w ffie: , A w dee d< d obaa motha� Zi.0 a. Sidon is z mad znaagiox is a is marmot ge11 ��► h pm s seam :'c ones dma. Ir+w (diodes the acs la abist_ m F�aeads. and soar ie✓>a food d �r c 0 §1011.0560,wawiliwi oCialtift Web ad midst �" be 3Z Lit -1/14r ciB